Winx To Succubus
by kellym01
Summary: Bloom has been keeping a secret from her friends, a secret she forgot about until the final battle with Darkar and she receives a physical reminder and is exposed to her friends as a demon, a demon that feeds on lust for Bloom is and always was and always will be a succubus, this was co-written with Dinoman1234 we don't own Winx Club, rated M for sexual content. Title may change.
1. Chapter 1

The Winx had just defeated Darkar. However Bloom was concerned for herself. She looked over herself. A dark energy started to bleed off of her.

"Bloom are you ok?" Sky asked in a worried tone. Bloom turned to the Winx and all their boyfriends. Bloom saw they were looking at the dark energy that was bleeding out of her and surrounding her.

"Guys I guess I can finally trust you with my greatest secret." Bloom stated before closing her eyes. The darkness disappeared as she absorbed it. Everyone turned to Bloom surprised at what they saw. Bloom body was well to kill for.

Her bust was four cup sizes bigger. Her but bigger, her hips wider and more curvier. The most different things were two pairs of wings. A mini pair on her head, and a pair upon her lower back. A whip like tail with an arrow head at the end.

"I'm a succubus" Bloom declared in a nervous tone.

"Ok hold up." Stella started, her eyes wide with shock "You're a succubus?" Bloom nodded.

"Ok then my question how are you a succubus and a fairy?" Stella asked rather quickly, Bloom dropped her gaze and stared at the floor.

"I wasn't born a succubus, after I was found on earth I kinda got a disease and it turned into a succubus after I got over it, I kinda keep the whole fairy thing as a succubi." Bloom explained. Sky had a question.

"So you fed and none of us knew it?" He asked. Bloom blush and waved her hands in front of her body.

"No, no nothing like that, I kinda developed another way to get what I need to survive…the dragon flame inside me let's convert food intake for it so I eat a lot, ask the girls they're tell you that." Bloom explained, her blush beginning to fade, the Winx nodded.

"So you're a virgin succubus" Stella mused surprised "I always wondered how you ate that much and didn't get fat, in fact you never put on any weight" Stella replied, mostly to herself.

Bloom glared at Stella. "And why was a virgin succubus such a surprise?" Bloom asked.

Stella blushed when Bloom asked that question "Well...erm..." Stella stuttered much to Bloom's amusement.

"Sheesh your easy to wind up, just because of what the stereotype of what my species you naturally assume I have some sort of secret life as a slut who feeds off of sexual energy" Bloom stated before leading the way back to the ship, noticing the stares from the specialists even though most were trying not to look.

Once they got on the ship they headed back to Alfea. Faragonda who used magic to head to Alfea greeted them along with the class.

"Welcome back girls... Oh my!" Everyone there was surprised and stunned last one to get off the ship was bloom who decided to remain in her succubus form and not her illusion form. Everyone looked at the princess of Domino, the keeper of the dragon flame and now, confirmed succubus.

"What's with the new look?" a couple freshman asked not fully aware of what Bloom was.

"Ms Bloom what happened?" Griselda asked, thinking that this was the work of Lord Darkar, that it could be a side effect of turning Bloom dark or a curse after him been destroyed.

"This is my true form" Bloom answered "I take that Faragonda already knew" Bloom stated when she noticed Faragonda was the only one without a shocked and or surprised expressions.

"What makes you say that?" Faragonda asked, which Bloom just responded by raising an eyebrow and smirking slightly "I know about everything that steps across the barrier, what they are no matter what spell they used to hide what they are, I was curious about you, which only increased when I found out you were from earth and so I paid close attention to you and learned you were no threat to anyone here, that you meant no harm" Faragonda explained.

"Then what is Bloom?" A student asked. Bloom looked around. She felt a bit insecure. Her friends weren't very supportive when she told them. Most of Alfea saw her as a lost princess of a dead, or dying world.

'please be excepting of me...' Bloom prayed within her mind.

"Bloom is a succubus and a fairy." Faragonda explained briefly there was a variety of reactions.

"Really? Cool." The odd one or two said, However, most of them felt very differently.

"A succubus! Don't come near my boyfriend demon!" And that was the kindest ones in the negative area.

"So that is how you thank the one who fought the Trix in her first year of Alfea, by rejecting her" Bloom responded, smirking when most of the girls who insulted her went quiet and began blushing slightly from embarrassment.

"Faragonda why didn't you say anything before, you didn't even hint to me that you knew what I was?" Bloom asked, genuinely curious.

"Bloom I didn't say anything because you didn't say anything and I presumed you'd prefer to assume that no one knew what you were and that you were safe at Alfea and that you wouldn't be judged that no one knew what you are, it was your secret to tell not mine" Faragonda explained with a warm smile.

"Well too late for that." Bloom said with a sigh. She then headed to her room. With this all done things looked very confusing for them. Later the school year neared its end. Everyone attended the end of year party. Except for Bloom. She was getting packed. She knew something was with her parents. After all over the years she wanted to ask them why they know how to hide her appearance but she kinda forgot and just began a disillusion that she was a normal girl. In fact by the time she was ten she actually believed she was normal. It was only when she saw her illusion disappear did she remember that she was a succubus.

'I'm going to figure this out somehow.' Bloom thought to herself.

The Winx came looking for Bloom. Bloom was about to leave when she remembered she could go outside on earth unless it was night time unless she wanted to risk been seen as a succubus. She closed her eyes. It would be half an hour later on earth terms. The sun would have set.

"Hopefully no one will see a succubus." Bloom thought allowed, doubting people would react in a positive way to her true form

"Bloom where are you going?" Flora asked. Bloom looked at her friends.

"Since the year is over I'm going home, I have some things I need to figure out." Bloom explained briefly. Kiko hopped up on Bloom's shoulder. Kiko had known Bloom was a succubus and being with her for so long has caused him to expect her.

"You know I once was told what I was when I was three and from then till I was seven I asked how come I looked human, and how they placed the illusion on me, I never got the answer so after I turned ten I kinda forgot I was a succubus and by thirteen I thought I was a normal girl, today was when I remembered." Bloom started to walk out a bit.

"Well we might as well go with you to hear this, and considering its early sun rise on earth you might get found out." Techna said. Bloom mentally slapped her forehead. Earth time differed from Magix time.

"Great so all this time I was waiting to go home I could already have left and have been home by now" Bloom moaned, muttering under her breath.

"Can't you just recast the illusion spell?" Flora asked, slightly confused.

"I could if I knew the spell but I wasn't the one who cast it...I can't even remember who did" Bloom muttered.

"All I know is that it was dark magic, I could feel it...so no one at Alfea could cast it...although someone might be able too at Cloud Tower" Bloom mused to herself, she did have a slightly better history with Cloud Tower than most faeries since she and her friends helped them out when the Trix attacked them both years, so perhaps she could call in a favour.

"The only other way is a temporary glamor enchantment, I came across them in the library" Techna stated.

"Its length will decrease because of your succubus nature but it might give us enough time to head to your home on earth before it gives out." Techna explained.

"Well come on cast it I have an idea about this." Bloom replied growing slightly impatient.

Gardenia The Next Day…

It was early morning in gardenia. Vanessa, and Mike Bloom's adopted parents where done eating breakfast. Vanessa looked around. Mike wasn't watching. Though being married to him he had somehow forgotten about her magic. Then again he did have some memory problems due to a hex. The doorbell rang.

"Mike can you get that?" Vanessa called.

Outside Techna's PDA was picking up something. "Guys I'm picking up magic, witch magic of the dark kind nearby" Techna stated in a worried tone.

Most of the Winx prepared for battle and started looking round for any signs of a witch, the door then opened to reveal Mike.

"Bloom?" Mike greeted, surprised to see her and his surprise only grew when he saw her in her succubus form, he stepped aside and allowed her and her friends to enter their home, Bloom headed to her adoptive mother while her friends were scanning the area, trying to locate the source of the dark magic, not even considering the fact that dark creatures like Bloom could sense dark magic and other dark creatures. Bloom followed her senses and found her mother drinking a cup of coffee.

"Oh hi Bloom...didn't think I'd be seeing you so soon especially in that form" Vanessa greeted.

"So you knew what I was...what I am...so I guess that you know who cast an illusion spell on me and what their reasons were?" Bloom questioned

Vanessa looked at her adopted daughter. She wondered how Bloom hadn't realized it by now.

"Yes I do in fact the one who did it was someone who didn't want you to be treated differently by others." Vanessa explained briefly, been deliberately aloof. Bloom looked around a bit. Beginning to realize. The dark magic very close to them meant it had to come from someone close by, her eyes widened with realization.


	2. Chapter 2

She slowly turned back round to face her adoptive mother.

"You did it didn't you?" Bloom asked, her eyes gradually growing wider.

Stella looked towards Bloom.

'Didn't Vanessa prove during the start of the first year that she wasn't magical unless she faked it' Stella mused to herself Vanessa let out a tired sigh.

"Yes I did, I'm a witch." Vanessa said, "I moved to earth after I competed my education at cloud tower."

To say the Winx were shocked by this revelation was a colossal understatement and took a couple of paces back and braced themselves for a strong, close range attack that never came, Vanessa smirked slightly at their reactions, even though Bloom's was disappointing she appeared to be in deep thought, looking over her past piecing things together unable to believe how blind she had been not notice it sooner.

"Relax girls just because I'm a witch doesn't mean I'm evil or that I'll attack you I'm not like the Trix you know, besides if I was your enemy you would of known it by now I've had plenty of chances to attack you and I didn't...besides Bloom's a Succubus that doesn't mean she's going to start preying on you and others like the stereo type Succubus would" Vanessa stated.

"Sorry" the Winx replied apologetically in perfect sync with a shy tone.

"What about Mike what is he ?" Techna asked, trying to change the subject.

A while later everyone was sitting in the living room. Vanessa had finished her coffee.

"So I guess you came here for the illusion spell to be casted again?" Vanessa asked, attempting to predict what her adoptive daughter would say. Bloom shook her head. Everyone just stared at her with confused expressions.

"I want to live as who I am and not hide what I am" Bloom clarified. The others were surprised by this but understood her reasoning for it.

"Bloom are you sure about this?" Musa asked, slightly concerned about how others would react to her and what could affect it would have on Bloom.

"Yes I am, although the spell may come in handy another time" Bloom stated confidently as her tail curled around her leg, caressing it, Vanessa turned round to her book shelf which Bloom had always assumed had cook books, which it did except for the odd few spell books which blended in perfectly with the cook books in appearance, she selected one, sliding it out and placed it on the coffee table before opening it a certain page.

"Bloom this is the spell I used on you, however, for you to use it you'll need to learn how to use black magic at a far higher level than you can now" Vanessa stated as she pointed a section of the pages contents with her index finger.

"Wait Bloom's a succubus wouldn't this be easier for her?" Stella asked.

"It would be if the dragon flame didn't hold almost all her magic the part she has as a succubus hasn't used for so long that it would take time and she must learn to control it and embrace her true heritage" Vanessa explained almost cryptically. Bloom started to read the book.

"You know we did have a few classes at Cloud Tower because of Darkar was after the pieces of the Codex, maybe that will help." Bloom mused.

"And come to think of it Ms Griffin did say that the dark energy I had conjured was darker than even senior witches couldn't summon magic that dark" Bloom thought allowed, quoting Griffin perfectly.

"Well that may make things easier but to use this kind of dark magic you'll need create another source for your power, like Stella with the sun, if she went dark she'd use the moon to draw her powers like Musa does music and you do with the dragon flame, you'll need to find something new to draw your power from, some witches even use their inner demons and the darkness of their souls as the source of their power but since you lived for so long as a human and then as a fairy the chances of you doing that are almost nothing" Vanessa explained, not sure how Bloom was going to evolve her dark powers.

"Your best bet would be to fully embrace the succubus power within you and then evolve it, by feeding properly, attending classes at Cloud Tower to absorb dark negative energy so you can learn to use it and grow stronger and...you'd have to embrace your darkest emotions and fears" Vanessa explained.

Bloom was fine with facing her fears and could survive her negative emotions, however, what she was worried about and a bit fearful of was feeding properly. Vanessa remembered and a small smile graced her lips as she remembered the gift she had for Bloom that would give her a helping hand especially since she didn't want to feed properly.

"Oh yeah, before I forget Bloom, I have something for you." Vanessa stated as she snapped her fingers, teleporting a necklace into her hand.

"This necklace was made by an ancient Succubus it absorbs the energy the succubus feed off within a ten mile radius, this way you can still have your dream oh saving yourself for marriage" Vanessa explained while handing it to Bloom. Bloom felt something inside it.

"It still has some of the energy the last one stored inside within it, it should be enough for a couple days of feeding."

"Thank you" Bloom whispered, her voice emotional, she pulled her adoptive mother into a strong bear hug, slightly stronger since the illusion spell no longer hid her appearance and true strength, making Vanessa wish Bloom had let her cast the illusion spell again, before returning the hug, which was slightly awkward do to her wings and lack of oxygen do to the pressure from Bloom's front as well as her hands behind her.

"You don't have to thank me Bloom, I have been waiting for an opportunity to give you that amulet for a while, besides what kind of mother would I be if I caused my only daughter to abandon her dream of saving herself for marriage" Vanessa stated as they pulled apart, but where are you going to learn about the darker side to your powers, Cloud Tower?...come to think of it they owe you girls a lot of favours and I doubt they'll mind the fact that you're a succubus and I bet they'd want to pay that debt off as quickly as possible, witches hate been in debts to fairies" Vanessa stated with a playful smirk.

"You sure?" Bloom asked, obviously referring to the fact they wouldn't mind her been a succubus. Vanessa nodded.

"Trust me they'd accept you a heartbeat." Vanessa replied in a comforting tone. Within seconds Bloom had placed necklace around her neck, it fell down and snuggled within her cleavage.

"Bloom seeing as how you will get bored staying in here I wanted to know if you want the illusion casted on you before you go somewhere?" Vanessa asked. Bloom thought for a moment. Some people would want to kill her because she was a demon. Others would fear her and then want to kill her. A few would be a pervert about her.

"Yes please." Bloom replied quickly, Vanessa nodded. She held her hands up. Her magic surrounded Bloom and her appearance was mostly the same under the illusion. Her busts didn't change and neither did the other changes in her measurements.

"Sorry about that minor detail since you are a teenager and not a baby when this was casted it kinda can't hide that anymore especially now that your body has fully transformed" Vanessa explained, though she doubted it would be a problem once Bloom had embraced her true heritage.

Bloom blushed slightly as she realized how much attention she would receive because of them Vanessa chuckled slightly, trying to stifle her laughter.

"I never thought that I would see a succubus blush" Vanessa laughed, even the Winx giggled a bit until Bloom glared at them, Stella grew a cunning smirk as she was struck with an idea.

"Bloom if I recall wasn't Mitsy always flaunting her figure about, especially at that Halloween party, what do you say we see what she thinks of the new you" Stella proposed seeing a perfect opportunity for Bloom and also a great way to get her to stop glaring at them. Bloom smirked at Stella's idea, Mitsy had constantly called Bloom flat chested, sexless and...a lot actually when they attended the same school, always saying no guy would want her because of her lack of figure and this was her perfect chance to get her revenge.

This thought completely distracted her from worrying about how witches would react to a succubus fairy attending Cloud Tower, knowing she'd probably have to share a dorm with some of the witches.

The Winx then went outside as Bloom walked down the road she heard a voice of the girl she somewhat hated, but disliked if not despised.

"Oh hey Bloom your back... What on earth!" Mitsy practically screamed when she saw blooms... Chest. What the hell had happened to cause that.

"What you think Misty? This is all natural." Bloom gloated. The look Mitsy wore was priceless. Mitsy, distracted by Bloom's figure subconsciously turned her scooter and crashed into a parked car, in front of the owner.

"My car!" The said man screamed frantically. Misty gained a troubled expression.

"You're gonna pay for that!" He screamed at her.

"Ooh daddy's not going to like that Mitsy" Bloom taunted knowing it was her father who bought her everything and that he was...well let's just say Mitsy isn't going to even be able to afford a pair of cheap shoes or even a chocolate bar, since whenever she brakes something he insists that she pays for it and that she works for the money, so she knows the value of money and good fashioned old hard work

"Bloom this is all your fault" she screamed as she indicated to her smoking, damaged scooter and the man's car.

"Moi?" Bloom questioned with an innocent look.

"You distracted me with those..." Mitsy began but was quickly interrupted by Bloom.

"My breasts, why Mitsy I didn't think you swung that way, I'm flattered, but Mitsy you know you should've you be watching the road not my succulent breasts you dirty little pervert" Bloom replied, with the same innocent tone, the Winx couldn't help but laugh as Mitsy turned red.

"Oh I wonder what daddy will say when he learns what the reason for you crashing was tut, tut" Bloom continued, only causing the Winx to laugh harder and for Mitsy to blush even deeper before running home, the man not far behind her, pissed that she'd damaged his car.


	3. Chapter 3

Once they got away Bloom headed out to get pizza.

"Sorry but I didn't have anything to eat all day" Bloom said.

The pizza place had an all you can eat pizza pasta salad and dessert buffet.

"Bloom you do know the necklace has the energy Succubus feed off of inside it" Techna pointed out, Bloom looked at the necklace. While they walked around it had absorbed some more energy.

"Your right." Bloom said as she held it in her hand as she proceeded to absorb some of the energy stored within it, feeding on it.

"Actually this tastes way better than the energy that I gained from eating normal food." Bloom said with wide eyes and a surprised expression, when she heard a familiar voice.

Bloom looked around until her gaze fell upon a familiar face she had pink hair girl with blonde streaks.

"Roxy it's been a while." Bloom greeted with a warm smile, catching the girl's attention, the girl turned to Bloom.

"Oh hey bloom I haven't seen you in a while... Whoa what happened to you?" Roxy gasped as she took in the sight of Bloom's body and all its luscious curves, feeling her lips suddenly go very, very dry.

'Is she a magical creature as well? I'll have to ask mom about this later.' Roxy thought to herself.

"Bloom who's this?" Stella asked cheerfully.

"Oh, guys this is Roxy she's a childhood friend, our mother's met and were good friends before they each got married..." Bloom explained briefly when something occurred to her. Her adoptive mother was a witch, could it be possible that Roxy's mother was also magical as well.

"Roxy these are my friends from school, Stella, Flora, Techna, Layla and Musa we call ourselves the Winx Club" Bloom introduced as she indicated to each of them.

"Hey" Roxy greeted as she rose her hand to greet them.

"So Bloom what happened to you?" Roxy asked as she pointed at her new figure, feeling the need to lick her lips increasing.

"Just a 'little' growth spurt" Bloom replied, it wasn't a total lie.

"Roxy there you are" a new voice said, everyone turned to find the origin of the voice to find out that it was Roxy's mother.

"Oh hello Bloom..." she greeted when she saw Bloom, she could easily see though the illusion spell, well she could now, before the spell had been too powerful and had fully integrated with her but this was a new spell that wasn't as powerful as the original, especially after Bloom beginning to embrace her true heritage.

"Bloom are you by any chance a succubus?" she asked, this surprised everyone there. Bloom decided to try and lie through her teeth and question her adoptive mother about this later.

"Please, what on Earth gave you that idea..." Bloom began acting as if she had been talking complete and utter nonsense.

"I can see though the illusion spell." The lady said in a dull tone, Bloom froze and dropped her gaze.

"I'm guessing you're all are fairies of the magical dimension then?" she enquired when she looked closer at the other girls and saw the light magic and positive energy flowing through them.

"How do you know all of this?" Bloom asked.

"Simple I'm the Queen of the Earth fairies" she replied, loving how Bloom and her friends just gawked at her and how their eyes only seemed to widen even more when Roxy nodded at this. She knew how they felt it had been more than a surprise to her, when she found out she was half magical and half non magical and her mother was queen of the Earth fairies and she was a princess.

"Queen of the Earth Fairies?" Bloom questioned with a small smirk as she recovered from this new piece of information.

"I'm surprised I didn't sense your magical power before now" Bloom stated.

"Practise by learning to control my magic to a high enough level I can hide my magical signature" she explained with a cunning smirk.

"Bloom...how long have you been a succubus?" she then asked.

"Most of my life" Bloom answered.

"Then it must of been a very powerful illusion spell to hide you from me, it was only do to your recent feeding that allowed me to see you that and the fact the spell had to accumulate for your new body allowing me to sense you" the queen of the Earth fairies stated.

"Yeah strong enough to make me believe myself human" Bloom responded.

"Well this rises quite a few questions but this isn't a conversation to have in public so why don't you and your friends come back to our place where we can catch up?" she asked, Bloom agreed and the Winx then headed to Roxy's house.

Roxy's House…

Once they arrived there was more than a few questions that needed to be answered.

"Ok I was planning to have Roxy enter Alfea as a third year this year." Roxy mother Morgana (Roxy's mother) said.

"So she's been home schooled up until now?" Bloom asked and Roxy nodded.

"Yes mom taught me enough to get me into the third year." Roxy explained briefly when a kitten was heard. A tiny kitty the size of both of Roxy hands. The kitty meowed softly. Wondering where Kiko was.

"Oh hey mini don't worry I'm sure I can take you with me." Roxy said to the kitty as said kitty hovered into Roxy's hands.

"So Roxy's a fairy as well?" Layla asked.

"Yes, I am the fairy of Animals, or is it half fairy of animals?" Roxy asked herself, confusing the others.

"Roxy is half magical and half non magical." Morgana cleared for them because of the confusion Roxy had started referring to herself as a half fairy.

"Guess that explains why I couldn't sense you originally, been only half a fairy your magical signature would be weak and easily hidden by your human aura" Bloom theorized, Morgana nodded at Bloom's theory.

"Correct, now Bloom now that you're aware that you're a succubus what are you going to do?" Morgana asked as she raised an eyebrow.

"I have already learned so much about the lighter side to my powers and now I am planning on attending Cloud Tower at some point in the next year and learn to use the darker side to my magic, so I can maintain the illusion spell without forgetting who and what I am, on my own" Bloom explained.

"Oh, I had been hoping you could keep an eye on Roxy since I realized you were magical" Morgana stated.

"We can help her" Stella declared.

"And so will I before I go to Cloud Tower and while I'm not in classes" Bloom added.

"Thank you" Morgana replied, Bloom just smiled in response.

"Bloom could I..." Roxy stuttered, not sure how to ask her question.

"See my true form" Bloom finished, to which Roxy nodded.

"Well it's too risky to drop the illusion spell but I do know a spell that will allow you to see through it" Bloom answered before casting the spell on Roxy who just stared at Bloom, unable believe that this is what her childhood friend actually looked like.

Roxy looked stunned and surprised by this, she wore a look Bloom only seen a few times, the look of wonder and excitement for something new. She couldn't wait to go to Alfea college for fairies. This caused Roxy's mother to smile.

Back in the magical dimension a group of criminals where being dropped off in the Omega dimension. Completely unaware of the one these criminals would free, who the Trix would free.

A week had past for Bloom. When they got to the beach a mermaid had come. Layla was needed home and she fallowed through the water. Stella announced she was going to have a princess ball. Bloom went with her, and after a talk so did Roxy, reason was because the earth fairies had yet to revile that they still existed on earth. What better way the future ruler of Earth's magic.

"So what's going on?" Bloom asked as she and the rest of the Winx teleported onto Andros.

"We don't know, all we know is someone is trying to break out of the Omega dimension and that the Trix are involved" Layla responded.

"The Trix, I thought we stopped them the last time" Flora stated.

"Which time, the time with the dragon fire, the time with Darkar, the time they went against Darkar, the time they got expelled...at this rate I'm gonna lose count" Bloom responded as she counted them each time off her fingers.

"But still they're no push overs" Techna pointed out.

"Yeah I know, come on girls MAGIC WINX" Bloom declared, she and the Winx then proceeded to transform.

The group headed to find them and Roxy had to ask.

"Are the Trix like your archenemies or something?" she asked her childhood friend, Bloom thought for a moment.

"I guess you could say that" Bloom replied. The grid appeared.

"Well what do you know if it isn't the Winx...what's this? A new member?" The Trix leader, Icy asked. Roxy looked at them. The first time she faced evil magic users happened to be as a little girl. Her mother was attack and by some kinda luck her magic managed to active. Her magic had caused a disruption in the black circle causes the attackers to be lost in a limbo.

"Hey Bloom what happened to you a growth spurt or something?" Darcy couldn't stop herself from asking when she saw Bloom's new perfect figure, Bloom smirked.

"Actually no." Bloom said her smirk growing, using her magic to drop the illusion spell, dropping it was easy, putting it up could be a pain though, the dark magic around her body disappeared. She appeared in her true form. The Trix never thought was possible. Her fairy form was mixed with her true from.

"Surprised?" Bloom asked with a devilish smirk, the Trix looked at her.

"What are you?" Stormy asked.

"A succubus." The red head princess replied.

"A succubus" Stormy laughed.

"Aww so the cute little pixie is actually a cute little sex demon" Darcy laughed, Bloom's anger began to rise like it did so often in her first year at Alfea, only this time it was dark magic which had been suppressed for nearly nineteen years mixed in with the dragon fire which had been suppressed sixteen years and was naturally more destructive.

Unlike her sisters Icy wasn't laughing she could feel Bloom's dark magic rising and it was beginning to scare her a bit, she had, had a few bad experiences with creatures that used dark magic like succubi and incubi and knew that it was a bad idea to piss one off, especially when they had nothing against blasting you with everything they had.

"I wonder who she first feed off of." Stormy laughed and that did it. Bloom snapped. She fired a blast filled with her fairy powers inherit for her birth race and the dark magic from her new race. The Trix dodged the blast. The ground behind them, however, had a crater blasted into it.

"I. Am. A. Virgin!" Bloom roared, the dark magic freely flowing though her. Her anger tapping into the succubus dark powers.

"Bloom has never done that!" Flora said.

"Yeah! Bloom dragon flame help her with feeding and now Vanessa helped her find a way to use her dark magic." Roxy explained. Darcy froze in fear, she remembered that name, she knew all about the Cloud Tower honour students, the most powerful and ruthless of all the witches and were not to be underestimated or messed with and she recalled that name.

"Wait Vanessa of Vanitas? One of Cloud Towers best and most powerful, helped you?" Darcy asked beginning to get a little worried. Bloom calmed down a bit at seeing her reaction. They messed with her maybe she should with them.

"Of course she helped me, my adoptive mother is Vanessa." Bloom declared.

Those five words struck fear in the hearts of the Trix, Stormy and Darcy now really regretted making fun of Bloom like they just had, now not only did they have to worry about the apprentice of one of the most powerful witches been pissed off at them but the very witch herself coming after them, since Vanessa wasn't exactly known for been merciful or letting people get away with harming those she cared for and that was when it was just friends but a DAUGHTER that was just asking for a death sentence, the Trix subconsciously floated back a bit from Bloom, Bloom smirked at seeing this.

"So you know my mother, maybe I should give her a call" Bloom proposed playfully with a dark smirk, sweat began to form on the witches' brows.

Roxy felt the need to burst out laughing but managed to repress it, her mother told her the fairy hunters of earth had no fear fighting the earth fairies, even the queen of the earth fairies, who could call on the fairies of Earth powers. Bloom's fun, however, was cut short. A blast of energy hit her out of the sky and it wasn't from the Trix who began to look almost relived at Blooms being taken out of the fight, the other members of the Winx where less frightening, of course they still did not know who Roxy was.

"Bloom!" Roxy cried out. She headed for her friend when a blast of ice almost hit her.

"Going somewhere?" Icy mocked. The Trix engaged the Winx.

Bloom found herself not in the water like she'd been expecting, but on a platform. Above her the Winx fought off. Roxy teamed up with Flora in attacking. It was something of a nature power thing, plants and animals. The other Winx held off the Trix.

"Well I must say I'm surprised at you being a succubus" a male voice stated catching Bloom's attention.

Bloom slowly turned to see where the voice had originated to see a man in Victorian style clothes, she wasn't sure why but seeing this man caused her anger to rise, little did she know that deep within her subconscious she remembered him and what he and the witches had done and that he had helped them.

"Who are you?" Bloom asked as she leaped to her feet and turned to glare at the man, who simply smirked back at her

"My name little princess is Valtor, we met long ago, though not officially and I doubt you'd remember me or my creators" Valtor responded, a dark purple aura surrounding him, Bloom was now fighting the urge to flee due to her survival instinct or stay and destroy him due to her anger and remained calm and in control and find out why she was feeling this way, though she did keep an open mind because if there was one thing she'd learned it was always trust her instincts.

A/N Hope you all liked it, plz review


	4. Chapter 4

Layla spotted the man with Bloom and felt her anger build and began to worry for her friends safety.

"Bloom that's the man who caused all of this!" Layla yelled.

Bloom turned back to the man, what Layla said was causing her anger to rise bit by bit. Her hybrid aura flared.

"It seems there is some differences between our powers, your dark powers aren't one with the dragon flame like mine." Valtor observed.

"You know you should join me, succubuses are not very viewed by others, and most races would just kill you on sight." Valtor said.

However, what the dark wizard hadn't counted on was that Bloom subconsciously remembered what he did and that, that subconscious memory made her laugh in her mind at this. Her mind instinctively tapped into the necklace to give more sexual energy for battle.

The energy coursed through her veins and left a sweet taste in her mouth, her anger joined with her dark magic, and she was soon hovering above the ground.

"I don't care what some people would do, those I care for accept me and that's all I need...besides even if they didn't it would be a cold day in hell before I join you Valtor" Bloom screamed as her dark power began to radiate off of her along with her anger, Valtor frowned, he could feel her rage and doubted it was due to what he was doing on Andros and was only further confused by the strength of her dark powers, he had been prepared to face the light powers of the dragon fire not the dark side of it. Bloom blasted him with a beam of dark purple energy, Valtor caught the attack but was gradually been pushed back.

'She's stronger than I thought she'd be...this going to be fun' Valtor thought to himself as he grew a dark and cocky smirk, Valtor managed to deflect the attack. It took some energy to do so though.

"I must say your stronger then I was lead to believe" Valtor confessed. Since the others were dealing with the Trix Layla was able to leave the group and fly towards Valtor.

"What have you done!" Layla screamed. Valtor turned to the princess Andros. Valtor began to consider that it might be time to leave after all he was only there to escape from the Omega dimension so his business is finished there. But before he does leave he might as well leave a little thank you present for allowing him to escape.

"We will meet again Bloom but first" Valtor declared before turning back to Layla, he raised his hand and fired a curse at her. Hearing this the Winx turned to Layla as the Trix took their leave with Valtor. Bloom ran towards Layla, being a succubus she sensed dark magic around her eyes.

"Layla are you ok?" Bloom asked, more than concerned for her friend.

"I'm blind." The dark skinned princess gasped out her voice filled to the rim with fear.

Bloom's eyes widened at hearing this and had to fight back her rage so not to be fully engulfed by it like she was in her first year at Alfea.

"That bastard will pay for this" Bloom muttered darkly, her eyes glowing purple slightly, Bloom took a cleansing breath she couldn't help her friend when she was too angry to even concentrate.

'Now let's see…a spell that takes away sight...what is it Vanessa said about these types of spells?' Bloom thought to herself as she racked her brain for the slightest hint at what she had to do...

'Think Bloom damn it think...Darcy used an almost identical spell on me last year' Bloom thought to herself but she could see this spell was different, she could sense it and it was far more powerful than the one used on her.

Bloom wondered what could be done. Vanessa told her that some dark magic couldn't be removed without magic of equal or greater power. However, there was always a way to remove curses for fairies as she learned in Cloud Tower, Bloom continued to rack her brains, as they headed back to the beach when Roxy saw something in the waves.

"Hey look" Roxy yelled as she pointed in the direction of what she saw, everyone but Layla who was still blind looked to see a mermaid come from the water.

"Layla" the mermaid greeted. Even though the fairy of waves was blind she recognized the voice.

"Cousin Tressa." Layla greeted, since she was unable to see she had to feel around for her cousin.

"What happened to you?" The mermaid princess asked.

"Valtor put a curse on me and now I'm blind" Layla responded, her eyes dropping out of habit as tear slid down her cheek before dropping into the water.

"Oh" Tressa sighed, she'd been hoping to gain her cousins help only to find she would be unable to help without her sight, it would be suicide, Bloom felt the mermaids depression.

"There's something you're not telling us Tressa what is it?" Bloom asked, Tressa floated back a bit in surprise, surprised that Bloom knew there was more to this and that something else had happened without her even hinting at it.

"You forgot I'm a succubus didn't you" Bloom dead panned, Tressa sighed when Bloom pointed this out.

"I need your help...my mother she's gone and when I went to find her I found her crown outside the kraken's lair" Tressa explained.

This wasn't a good thing to here for Layla, neither was it good for the others but Layla took it the hardest since Tressa's mother was her family.

"We have to help her, even if I'm blind." Layla stated strongly, her aunt was the queen of Andros' underwater kingdom. Roxy turned to her friends.

"So we are going underwater, then we may need a way to actually breathe." Roxy pointed out.

"Here I can use my morfix to allow us to breathe under water." Layla proposed. After a couple minutes of swimming they came across a few things.

"Is it me or is the coral trying to attack us?" Musa asked growing confused and worried. Bloom sensed the spell in place. Flora was about to some nature magic on the coral, until Roxy stopped her.

"Flora wait this coral's an animal" Roxy explained briefly, before using one of her own spells, however, even though her spell affected it but something wasn't right.

"Ok I'm out of ideas." Roxy said in a defeated sigh.

"Whatever cursed it was very powerful." Techna stated.

The coral continued to try and get a grip on them, Bloom could feel the magic that coursed through them, it was neither good nor evil, wasn't light or dark it was just indifferent, they simply existed and did as nature intended without outside influence, which meant they acted on instinct.

"I have an idea, go ahead, I'll catch up with you later, I think I can get them to back off" Bloom stated, her friends did as she said having no time to argue, Bloom turned to face the coral and stopped, the coral began to wrap around her wrists, her waist and ankles, Bloom closed her eyes and focused on the powers within her, for within her was the soul of a demon and the heart and power of the most powerful dragon to ever roam the universe, she let her magics both light and dark merge at her very core before spreading it throughout her body, a powerful aura surrounded them, the coral sensed the danger and began to uncoil and move away from Bloom, seeing her as their predator instead of prey, once they were gone Bloom swam after her friends.

When the Winx one again reunited with Bloom soon found the makeshift cages made within the cave. As they swam though the place they came to the cage with the mermaid queen just as she let out a sigh.

"Auntie Ligea." Layla gasped at hearing her voice.

The mermaid queen saw Layla and the Winx. However, the one that got most of her attention was Bloom.

"A succubus? I never thought I would see one of you as a fairy." The mermaid queen said. She saw her daughter and her niece. Something was off about her eyes. Roxy had felt an animal inside the cave along with them, she felt the creatures mind and was more than surprised by what she felt as it seemed the creature only hate and anger and acted on pure instinct.

'I hope is not the kraken.' Roxy thought to herself beginning to grow more and more worried. The mermaid princess looked very ashamed about something.

Bloom noticed Tressa's expression as did her mother, they were about to comment on it when, Bloom sensed another presence, she span round to see the kraken in all its horror and unholy glory.

"Don't make any sudden movements" Ligea warned, the Kraken would protect its lair from anything it saw as a threat and would constantly keep an eye out for movement in case food would happen to come too close to its lair, none of them moved, the Winx kept glancing back and forth for any or caverns they could use to escape once they freed the queen, Bloom, however, had kept constant eye contact with the beast, it was like she seeing into its very soul, it was twisted, dark, without mercy, pure instinct, one of the many ultimate predators, the beast appeared to keep eye contact with Bloom as if deciding if she was a threat or prey.

Since do to the nature of Bloom's powers she could present a threat to the krakken which would mean it would fight until either she left or died or it died in order to protect it's territory and if she wasn't a threat then the hunt would begin.

Roxy being the fairy of animals could understand animals. Most seemed to be able to think. This one however, reminded her of a few encounters when she started out with magic some animals where hard to influence with magic. The hardest seemed to be squids are simple animals, like coral and sponges all instinct though she could feel some intelligence but totally over powered and driven by instinct.

The kraken seemed more or less fixated on Bloom. Roxy took a gamble. She used her power to create second kraken, a fake one to distract it, the kraken spotted the duplicate kraken. Roxy tried to use what magic she had over the kraken to insight its territorial nature. The others looked surprised but the kraken that just appeared swam away the other kraken swam after it. Bloom turned to Roxy.

"Thanks Roxy for that." She gasped out.

"Yeah but the spell won't hold him off for long." Roxy explained briefly.

The mermaid queen turned to Layla and looked her over.

"Layla what had happened to your eyes?" she asked with a worried tone.

"I was cursed and turned blind" Layla explained briefly fighting back another tear.

"Listen my sceptre has the power to heal any wound and break any curse but it requires sun light to work and I'm afraid we don't have much time before the sun sets" Ligea stated.

"Then we better get going" Bloom stated, before giving the lock to the queens cell a powerful blast, however, she put a bit too much power in and instead of destroying the lock, she destroyed the cell door, Bloom lightly blushed "Well that's one way to open the door" Stella laughed. The group took off, knowing they didn't have much time until the kraken got wise and came after them and they didn't have much time to undo Layla's curse and what's worse was Bloom could feel the curse's energy and she worried that it could be permanent if it wasn't broken soon. However, little did they know, Roxy could sense her kraken was beginning to fade out of existence and it wouldn't take long for the real Kraken to figure out it's a fake and come back after them and that it wouldn't take long for it to catch up to them.


	5. Chapter 5

As they swam, Roxy sensed that the kraken had discovered that the kraken she made was a phony, she could feel its anger the creatures raw rage.

"We have to pick up the pace!" Roxy said frantically as she cursed to herself inwardly that she should have brought the white circle with her to Andros, she had left it at Alfea. If she had, had it she could have used it to tap into the artic fairy powers and she would be able freeze the 'path' behind her. The Winx turned to her; a sound was heard, a sound that sent shivers down their spines and felt their hearts fill with fear, for what they heard was the sound of the kraken as it came round a corner and charged at them, by this point the anger and instinct to attack them seemed to out weight all its other instincts.

"My spell wore off" Roxy yelled.

The kraken attacked the one who was unfortunate enough to be the closet to the creature. Layla was caught.

"Layla!" Her mermaid cousin screamed.

She sliced the tentacle that held Layla with her sword causing it to release its grip on Layla and retract the slightly injured limb. However, the kraken continued its attack and managed land an attack by slamming its tentacle into the queen causing her to be slammed against the cavern wall.

Musa and Tressa swam down and grabbed the queen and took off, needing to get her to safety, Bloom and Roxy stayed back to deal with the Kraken as the rest of her friends left without her.

"You should go ahead with them" Bloom warned.

"I'm not gonna leave you Bloom" Roxy replied, there was no chance she'd leave her childhood friend behind to deal with this beast, especially not when she might be able to do something to help her.

Bloom, sent her friend a warm smile and started to give off a powerful aura that then took on the shape of the great dragon, the Kraken slowed down slightly to analyse the possible new threat and saw it was clearly a threat and now it desired to protect its territory.

The beast slammed its tentacles down, aiming for Bloom only to have her swim around it with incredible speed, Roxy knew the creature was pure raw primal rage and instinct but thought if she communicate with it they could by them some time to escape and thus fired a white beam at the creatures head, connecting their minds, the minute they were connected it took all her will power not to get blasted back against the cave wall, she proceeded to give the creature the power of speech.

As she communicated with the kraken, with the Winx the girls could easily see that the queen wasn't doing too well. Once they reached the surface. Layla took hold of the sceptre and used it to save her aunt before her condition could worsen. However, in doing so she had lost her only chance to gain her site back, she felt herself beginning to be swallowed up into a pit of depression when her body was consumed in a bright white light and in a flash Layla was wearing her Enchantix, her aunt then proceeded to explain how the dust granted by the Enchantix might be able to undo the curse and once Layla tested this she was more than ecstatic when her sight returned.

Roxy broke the surface.

"Ok the kraken seemed to be ok with letting us go, just this once mainly because he had no idea what Bloom was capable of and I gave him my word that if he let us leave we would never return" Roxy explained, she turned to Layla and her jaw dropped at seeing her in her Enchantix.

"What the hell did I miss?" Roxy asked, the mermaid queen let out a sigh and gave a brief explanation of the Enchantix to the young fairy princess of Earth, this caused a dark bitter feeling to rise from within Bloom, resurrecting her feelings of depression, Domino was frozen over and dead, the succubi had no known home world.

Once they the Winx returned to Alfea Bloom took some time to herself, heading to the room she and Flora shared and was surprised to see Roxy's name had been added to the door, Bloom had no doubt in her mind that Roxy's mother had pulled a few strings to let this happen.

Roxy sighed, she retrieved the white circle, her mother had given it to her, she told her about the power of the white circle and it linked her to the magic of all Earth fairies, it was a little hard to believe at first especially when to her it looked like an ordinary white ring, so Roxy decided to test it out.

Bloom exited her room a little time later and headed to the balcony and was more than surprised to see a huge ice pillar in the woods near Alfea, she flew down and landed beside it.

"What just happened?" Stella asked. One moment nothing then a huge pillar appeared.

The rest of the Winx save for Layla who went to see Miss Faragonda, had no idea.

"Where is Roxy?" Stella asked. Bloom looked around.

"You got me" Bloom replied as she inspected the pillar of ice, "Strange this ice was magically formed yet not from dark magic but rather light magic of the purest kind in fact, this is hard to come by only certain magical items can produce magic this pure" Bloom explained, she could feel the very essence of the pillar and the pure magic that coursed through its molecules.

"But where'd it come from" Stella asked.

A moan was heard from behind the pillar the Winx peaked round and found Roxy getting up. within her hands was a white circle, it was the ring Roxy had with her. Roxy stumbled to her feet, wide eyed.

"Ok that was a bad idea." Roxy said, her voice a little shaky as she regained her balance. The Winx just stared at the Earth fairy.

"Did you do this? How?" Stella asked, astonished and impressed by her work and beyond surprised. Roxy held up the white circle.

"This, I was given it so I can learn how to channel the magic of earth, I decided to try the artic fairies powers, sadly I taped into too much of their powers and couldn't exactly control it" Roxy explained with a sigh and a slight chuckle as she stared at the pillar of Ice.

Bloom stared at the circle, a look of fear upon her face, Roxy noticed this.

"Bloom? Are you okay?" Roxy asked, growing worried about her childhood friend, the others turned to Bloom.

"Roxy you might want to put the white circle away, Bloom's a succubus a demon, and demons are life forms based on dark magic, even with her fairy powers that is one of the relics of the magical universe with purest type of magic it will have a powerful and severe negative effect on Bloom, even worse if Bloom made contact with it for too long a time…" Techna explained, drifting off at the last part. Roxy quickly deposited the ring back in the box which she kept it in, sealing it's magic on the inside so it would be easier to hide should someone or something come after it, the minute the magic of the white circle was contained Bloom snapped out of her trance like state induced by her fear.

"Thanks" Bloom breathed out, her voice barley a whisper, before proceeding to melt the pillar of ice.

A Couple Hour Later…

Bloom was walking to Alfea from Cloud tower, since Bloom needed to continue her education in fairy magic they had decided it would be easier to give her a few tomes she could study from in her spare time and should she need help she could go back to Cloud Tower and the members of faculty would be able to help her. Bloom had to be careful though some freshmen Fairies looked at her with fear. As she was walking she spotted Sky, she was a little nervous, her hadn't responded as she would have hoped when he found out what she was.

"Oh hey Bloom." Sky greeted when he spotted the fiery haired succubus and approached her, he had some time to think about Bloom being a succubus. Though he was raised to hate demons he couldn't hate Bloom.

"Bloom I wanted to see if you want to come to the party on Eraklyon I told you about a couple of months ago?" Sky asked with a warm smile, Bloom took a few minutes to recover more than relieved that he accepted her.

"Before I answer are you ok with my nature now?" Bloom asked.

On solaria Sky had a been indifferent state with her which is why she had been so nervous before.

"I gave it some thought...and I realized that it doesn't matter if you are a succubus" Sky said.

"Well there's no 'if' about it but...thank you for accepting it" Bloom replied as she embraced Sky in a tight squeeze, Sky gasped slightly at Bloom's strength, nearly all demons were stronger than humans, he returned the hug.

"So when's this party?" Bloom asked with a warm smile.

"Saturday night" Sky replied, he then noticed the looks some freshmen fairies were giving Bloom and let out a disappointed sigh.

"I see some of the students are still coming to terms with what you are" Sky stated.

"Yeah but that's to be expected, everyone fears demons of all types and no one trusts them especially not one like me who could manipulate their thoughts in order to feed off them or something" Bloom explained briefly.

"Yeah I guess...but I'm sure they'll get used to it and see you're not like that everyone will find that out soon enough and see past it" Sky replied in a comforting tone.

The Winx were punished for going to Andros without permission and without informing anyone they were going and how dangerous that was and how they wouldn't of known if something had happened to them.

However after that Bloom learned about Valtor's birth as well as the war on her home planet. The school placed barrier because of possible attacks by Valtor. The party came up and the Winx headed to Eraklyon.

As soon as they opened the portal Bloom cast the illusion spell to hide her true nature before stepping through it, followed closely by her friends. The minute they arrived Bloom sensed dark magic and decided to keep an eye out for anything or anyone suspicious.

Roxy had decided to wear her white circle, reason way was because if it was a formal party and she had to where it seeing as how she was the princess of Earth and that was basically an Earth symbol or royalty life the ring of solaria was for solaria. However, one person was there and it surprised Bloom that she had even been invited to the party, it was Diaspro.

"Oh if it isn't Bloom." The vain girl 'greeted'.

Roxy looked at the girl then at Bloom then back at Diaspro and wisely took a step backwards.

"Bloom is she the girl that Sky leaved for you?" Roxy asked having heard of the tales about the Winx's adventures including Bloom and Diaspro's first encounter and how Bloom basically destroyed the stadium.

"Who are you actually?" Diaspro asked, looking at Roxy with disgust as if she was beneath her when Roxy was actually above her in social status.

"I am Roxanne, though I Preferred Roxy, I am the princess of the Earth fairies"

Diaspro went wide eyed and was glad she hadn't insulted her, she may be on the good side of the royal family of Eraklyon and even that wasn't definite anymore, but she doubted it would be a wise move to make an enemy of royalty when there was no need to.

"Diaspro nice to meet you" Diaspro greeted.

"Maybe" Roxy replied noticing her friends' not so friendly attitude towards Diaspro, Roxy decided to keep an eye on her, however, it took most of her concentration to make sure that she contained the magic of the white circle so no one saw what Bloom was, it had a nasty habit of breaking dark spells and would reveal Bloom and scare her and everyone else at the party and there was the risk that they 'might' jump to the wrong conclusions.

Diaspro noticed Bloom's new figure and felt her rage increase, now not only did she steal her fiancé but she now had a better figure than her.

"Looks like someone's had a little work done, how much did it cost ya?" Diaspro asked with a smirk, Bloom felt her own anger rise, beginning to activate her powers like before, dark magic formed in Blooms hands.

"I'll have you know that they are natural!" Bloom practically screamed at the stuck up girl. For a moment her appearance flashed to her true form. Though Diaspro didn't show it she had seen what Bloom really was.

'She's a succubus!' Diaspro thought.


	6. Chapter 6

"Bloom come on it's not worth it." Roxy said.

Bloom sighed and followed her childhood friend. Diaspro, however, wrapped her mind round what she had just seen.

Later at the party, Diaspro had the potion that she was to give sky, thanks to her new best friend Valtor, but also a power up to boot. She, slipped the potion into Sky's drink before bringing him it, saying it was a friendly gesture to show there was no hard feelings, so Sky had little choice but to accept it, not wanting to cause a scene. She watched as Sky took a sip of his drink.

"Everyone Sky has an announcement." Diaspro declared.

What happened next was unexpected to everyone except for Diaspro that is.

"Diaspro I love you." Sky said simply.

Diaspro noticed Bloom and saw her rage beginning to show and got an idea on how she could kill two birds with one stone as she grew a devilish smirk.

"Oh and there's something I would like to add" Diaspro declared as she though conjured a bright yellow ball of energy and fired it at Bloom, her illusion gave out.

"The girl that Sky supposedly fell in love with is a succubus!" she declared, to say everyone was shocked was a colossal understatement even Sky parents were utterly shocked by this revelation.

"A succubus, you dare use your ungodly powers to enchant my son...I should of known who would give their fiancé for a girl they just met" Sky's father declared.

Bloom began to give off a dark, fire like aura, her eyes began to glow crimson.

"I DID NO SUCH THING" Bloom screamed as her dark aura increased as she tapped into more of her succubus heritage, she could now see the curse upon Sky, little did she know, been so focused on Sky she didn't notice Valtor watching them through a viewing portal.

"Incredible as her anger and intensity of her negative emotions grow the more her dark demonic powers evolve...intriguing" Valtor mused.

"Guards seize that demon" Sky commanded, the guards obeyed and ran at Bloom, Bloom erupted into a pillar of darkness, the shockwaves of her powers pushed them back.

"You underestimate me" Bloom declared almost demonically 'And Diaspro don't think I can't see the curse upon him' Bloom whispered in Diaspro's mind, loving the taste of her fear, she was going to free Sky and make Diaspro pay for this in the darkest way possible, the pillar of darkness began to die down and the guards charged at her again.

"Magic Winx!" Bloom yield.

Appearing in her succubi Fairy form she summoned a dark flame barrier.

"Get the Dragons!" Sky screamed.

Roxy and the others had seen the fight. She then sensed Dragons.

"Bloom going to need help." Roxy stated growing worried for her childhood friend.

"Magic Winx." The Winx declared as they transformed. Roxy called upon the white circle. The object caught Valtor's attention.

"Well what do you know, it appears that this new girl is the princess of the Earth fairies... I must have that relic, with it my power will be near limitless" Valtor mused as he grew a dark smirk, the Trix had seen it as well.

The Winx entered the fight. Sky was seen riding on of the dragons, a blue one.

"You how dare try to control me demon." Sky roared at Bloom.

Bloom turned to Diaspro and sent her a death glare, her eyes showed her killer intent, sending shivers up Diaspro's spine as fear began to grip her heart.

"FOOLS HAVE YOU FORGOTTEN WHO I AM?" Bloom screamed, Sky was only increasing her anger and her desire to destroy Diaspro "I AM THE KEEPER OF THE DRAGON FIRE" Bloom screamed as she tapped into the full potential of the source of her power and used her powers over darkness and light, the dragons that Sky and some of the guards road went ballistic and convulsed until they sent their riders flying off of them, the dragons flew to Bloom's side, lasers were fired at Bloom, the blasts didn't even faze her barrier, the Winx were shocked.

"Girls what Bloom just did...with the dragons...she shouldn't be able to do that...at least not at her level" Techna stated as fear began to infiltrate her voice as she quickly analysed Bloom while the others focused on knocking out the guards without dealing too much damage.

"Whoa" Techna gasped.

"What's going on Techna ?" Stella asked growing worried.

"Bloom's emotions are directly linked to her powers so the stronger and more intense her emotions become the more powerful she becomes, especially now that her succubi powers, that feed on emotions are merging with the dragon flame...her powers are already off the scale we may need to protect Sky from Bloom" Techna gasped.

"No not Sky, Bloom's targets Diaspro, she's been giving her the death glare ever Sky's declaration of love" Roxy pointed out, making the Winx grow even more worried especially after what happened at the day of the royals in their first year.

The fight wasn't turning out so well for the guards, some just up and leaved.

"I didn't sign up for this!" One of the guards cried he dropped his gun and made a break for it, however, unfortunately the weapon hit one of the dragon's tails, causing it to go berserk it took flight and and went to attack Stella's dad.

The beast prepared to attack, Stella flew to stop it, Layla, in her new Enchantix form, however, intercepted Sky as he charged at Bloom.

"Let me though!" He demanded, Layla just simply shook her head. "Then I will go though you." Sky declared. Layla glared at him.

"I've gotten a lot stronger Sky, especially since I now have my Enchantix" Layla stated, Sky ignored her and simply charged at her, swinging her blade at her "Super-power morphix." Layla declared. The prince was hit a wall of morfix. Layla summoned her fairy dust to free sky like when she cured her blindness.

Some guards tried to attack Layla but was blasted by a ball of light after Stella earned her Enchantix by saving her father's life from the dragon. Diaspro stared as the fairy dust weaken the spell before breaking it.

"Bloom!" Sky screamed seeing his guards attacking her, his mind once again clear with the curse gone.

Valtor turned the portal off. "It seems that plan is gone however a new prize the magic of earth has come to my attention." Valtor mused.

Sky rose back to his feet.

"Stop this! Stop attacking Bloom!" Sky demanded, Diaspro was frantic.

"Wait Sky don't you remember that Bloom manipulated you, controlled your mind and forced you to love her?" his mother declared, Sky turned to his mother.

"What are you talking about Bloom just remembered she was a succubus a few months ago?" Sky replied, causing his parents to looked at him strangely.

They then turned to Bloom for an explanation, Bloom dropped her barrier, her dark, fiery aura still surrounding her, Bloom slowly walked threateningly towards Diaspro her instincts and rage fully taking over, Diaspro made eye contact with Bloom and saw Bloom wasn't in the mood to talk she was in the mood to kill.

Diaspro sent a beam of light at her only to have it bend around her unable to penetrate her dark aura, just curving around it, Bloom's succubus hunting instincts took over and Diaspro collapsed to her knees due to Bloom forcing arousal on her and increasing it so she couldn't even stand never focus her powers enough to defend herself, like the ancient succubi used to do before they developed ways to feed more subtly but the ability was still there.

Diaspro stared at Bloom fear and arousal radiating from her eyes, there was nothing she could do, she couldn't defend herself, she couldn't run and she couldn't hide all she could do was sit there and await Bloom's decision whether she should live or die or should it be a quick death or slow and painful.

"Bloom stop you're better than that" Stella screamed, her words didn't reach Bloom, she was acting purely on instinct and rage logic was unable reach her, Roxy saw this and flew up to Bloom quickly and grabbed onto Bloom's shoulder with the hand that wore the white circle as a ring, just as Bloom had been about to take Diaspro out, the power of the white circle activated sending powerful and painful shockwaves throughout her body, her body convulsed in pain, she began to smoke before reverting back to her natural form and falling to the ground unconscious.

"Bloom!" Sky yelled in a frantic tone. Diaspro tried to get up, but the arousal was just too much. She realized that she had only two options to choose from which would decide how long she had before she could move the first one was that she'd have to masturbate to rid herself of the arousal or wait for the effects to where off.

Roxy helped got down on the floor and placed Bloom's head into her lap she then noticed Sky's worried expression.

"It's ok Sky, the white circle just knocked her out I couldn't let her do something she'd regret for the rest of her life." Roxy explained briefly.

The sight of their son asking about a Sex Demon's wellbeing was beyond surprising and they were concerned by this, since demons were the things they hated most in the universe and they had brought Sky up to believe that too.

"Sky why are you concerned with this demoness?" His father asked.

"The same reason you would be if mom was like this...I love her and she does me" Sky confessed.

"Demons don't feel love, they don't even have souls all it feels is lust" Sky's father argued.

"Your wrong you don't know her, not like I do...she's been living as a human for most of her life, she even fully believed she was, she barley believed in magic until she became a fairy and only a few months ago did the illusion spell placed on her brake and she remembered just what she was...what we have is real" Sky argued.

His family were never that fond of demons or demonesses and succubi and or incubi were no different, but they decided not to press the matter for now.

"So how will she be?" Sky asked concerned

"She'll be a little weak the white circle is like ultimate demon repellent it was all I could do to stop her, she should be fine after some rest" Roxy explained.

"According to the scan she'll be up after an hour or so...but...her demon level...it's tripled since the first time I analysed her a month ago...there's no telling how much stronger she'll get and the next time Diaspro does something to piss her off this much I'm not sure the white circle will be able to stop her" Techna stated worriedly.

Roxy didn't like the sound of that, Bloom had asked her to use the white circle in case she became to demon like so she had no idea what they would do if Bloom went full on demon and not even white circle could stop her.

Once everything at the party was straightened out Bloom awoke. Sky's parents decided to let her be with Sky only if she didn't use any of her demon seduction on anyone else. Roxy walked a bit out into the garden. A light was seen. A blue haired woman came out.

"Nebulae!" Roxy gasped, Nebulae almost collapsed.

"Princess Roxanne." She gasped out weakly.

"Nebulae what's wrong?" Roxy asked, to say she was worried was a colossal understatement, Nebulae slowly got back to her feet.

"Your father…someone took him." Nebulae gasped out, Roxy went wide eyed. Her father was non magical! If anyone wanted something from the queen of the earth fairies her husband was the best way to get it.

"Who?" Roxy asked, unaware Bloom was within earshot especially with her more demonic senses

"A man by the name Valtor, a few of the guards tried to stop him, we even called in the warrior faeries...they didn't even slow him down...he stole their magic and said to deliver the message to you, it was the only reason he spared my powers, he said if you want to see your father again you will surrender the white circle over to him" Nebulae explained, Roxy felt her hands form fists.

"Valtor?...he's the same wizard who attacked Andros" Roxy recalled.

"He told me to tell you to go to the Andros gate to the Omega dimension where you and him will make the trade and he said that if anyone came he would destroy your father, you and all those who came with you and that he'd make you watch them die before killing you last" Nebulae explained.

Then something else entered Roxy mind. "Wait he took your magic... Does he have...?" Roxy asked, finding herself unable to finish her question. Nebulae nodded.

"He found the black circle even though it was damaged from your magic it is still very powerful." Nebulae explained briefly, it was easy to see she was weak and out of breath. Roxy closed her eyes. The white circle was the black circles counterpart, Valtor would most likely fuse them together. The result could kill him but everyone there as well.

"I'm going." Roxy stated as she closed her eyes, focusing her power and channelling it into the white circle. She opened the portal to Andros.

"Roxy wait." Bloom yelled, alerting Roxy to her presence. She gave Roxy something. Their childhood friendship wristband. She placed channelled some of her magic into it, knowing it was too risky for her to even try going but she was gonna help her friend the best she could.

"Just in case." Bloom said, Roxy wore confused expression but had no time to argue.


	7. Chapter 7

In the Omega dimension Roxy's father was tied up. Valtor stared at the black circle in his hand.

"Soon I will have the power of every Earth fairy in existence" Valtor chuckled, he turned to Roxy's father, wearing a dark smirk.

"Now all I have to do is wait for your daughter come here and hand me the white circle" Valtor boasted, a dark glint in his eyes.

Roxy entered the Omega dimension through the gateway.

'Roxy be careful' Roxy mother warned telepathically, too weak to help her, Roxy sometimes wondered when she'd learn to do that and when she'd get used to it, she shook her head slightly to rid herself of a slight headache.

Roxy saw Valtor and instantly hid behind a large shard of ice, she may want to save her father but she wasn't stupid, if she just walked up to him and hand him the white circle he would take her magic, destroy, imprison or mutate her before doing the same thing to her father. Valtor stared at the black circle, it began to pulsate and give off a dark purple glow.

'So she's here and thinks she can remain undetected' Valtor thought to himself before slipping on the black circle as a ring.

"I call fourth the darkest powers of all of Earth's magical beings give me the power I crave" Valtor roared as he was engulfed by a dark purple beam, he slowly absorbed the beam until nothing was left, he was now more muscular, gave off a thin dark purple aura and his eyes now held the power of the black circle, he could now sense the location of the white circle with his physical being.

He glanced towards a large shard of ice and fired a beam of purple energy from his eyes, shattering it, Roxy was thrown back, surprised by Valtor's raw power, Valtor let out a dark laugh of victory, shaking the whole Omega dimension.

"Now hand over the white circle or you can say goodbye to your father!" Valtor declared as he pointed his palm at her father, purple electrical energy sparked over it as it began to glow brighter, creating a ball of purple energy within it.

Roxy let out sight of defeat, she couldn't risk her father's safety, she slowly slipped the white circle off of her index finger.

"Fine just please leave him alone" Roxy begged as she threw it towards Valtor who caught it with ease.

Roxy ran to her father, Valtor smirked darkly and began to tap into the power of the white circle, however, as soon as he tried to use its power an inferno of pain, nothing but pure agonizing torture thundered throughout his very being. The white circle and black circle where both trying to destroy each other.

"Stop it... Ahhh" Valtor cried out in a forceful tone yet Roxy and her father could hear the pain within his voice.

"I guess that Blue haired Fairy was right... No matter Earth magic did leave a bad taste in my mouth." Valtor grunted, tossing the circles away no longer able to tap into their powers but he didn't care, he was after a far greater prize.

The two circles started to clash. On Earth the planet was shaking, threatening to crack like an egg. In the Omega dimension any being not froze felt the threat and ran desperate to escape and survive. Valtor could sense the circles where going to explode.

"Might get away before they blow, after all no reason to ruin a good suit" Valtor muttered as he took his leave through a portal, Roxy watched Valtor as the dark wizard left.

Roxy knew that the earth was in pain and that everyone's lives were in danger.

"I have to stop it." Roxy cried out, she towards the two circles.

"Roxy!" Klaus cried out, more than worried for his daughter's safety. He saw his only daughter grab both circles, Trying to separate them, she was engulfed by a powerful and bright light, Roxy was thrown back into her father once the light faded out of existence, the white circle in hand but she was unconscious, he picked her up and ran through the gate way to Andros where he hoped to catch a lift, not noticing as Valtor stepped returned through another portal, sensing the danger had passed.

He glanced down at the fractured remains of the dark circle, worthless, yet he could still feel it's power, he proceeded to absorb it, not happy when he found it locked due to the damage from the explosion but that wasn't too much trouble for all he needed was Bloom, by combining their powers just for a second would release the power within him and give him more than enough power to rule over the magical universe. Valtor then teleported back to his lair where he would rest and recover.

Roxy was in her father's arms, the minute he exited through the gate way he found Bloom approaching the gate way.

"I sensed an imbalance of dark and light magic what was going on in there...ROXY?" Bloom screamed when she spotted her friend, she ran up to them and see if her friend was alright.

Klaus was a bit stunned. True he seen Blooms succubus form once but it gave him the creeps. The white circle was now stone. Roxy let out a weak moan as she slowly stirred back to consciousness, a light covered her. This surprised Bloom, the light faded Roxy was standing as an Enchantix Fairy! The white circle reverted back to normal.

"Bloom? What happened?" Roxy asked as she cleared her head and noticed what she wearing and that she was an Enchantix fairy.

'Who did she save from Earth?' Bloom mused, knowing the rules for an Enchantix well after extensive research, she then recalled that even if her father wasn't magical he was from her planet and she did save her.

"I saved…dad…and then" Roxy stuttered, a smile growing on her lips as she realized she had gotten her Enchantix, unable to hide the joy infiltrating her voice. But that wasn't all, Roxy could feel it, the magic Valtor had stolen had been returned, Bloom felt conflicted. She was happy for Roxy but also jealous, she doubted she'd be able to get an Enchantix and now her child friend had gotten hers as well as some of her other friends.

"Congratulation" Bloom stated before pulling her into a strong hug which Roxy returned.

"Thanks" Roxy responded Bloom then lit up like a Christmas tree, been shocked by white electrical energy.

"We better get out of here at the moment Andros isn't the safest place at the moment" Bloom said as she pulled away from Roxy, suppressing the electrifying pain, while trying to keep her balance.

"Looks like you absorbed all the power within the white circle, probably best if don't make contact for a while" Bloom stated before opening a portal, the three of them stepped through it to find themselves on earth, and in the presence of Roxy's mother.

"Oh for crying out loud" Bloom almost screamed, she hated it when someone used their powers to intercept her portals especially when she was in her weakened state, she was still trying to get back to thinking clearly after Roxy's hug, it had been hard enough to just remain conscious.

Morgana ran to her Husband.

"Klaus are you alright?" She asked. She had a feared that her husband may have been harmed by the wizard.

"Yeah, Roxy made sure of that." Klaus replied as he pulled his wife into a strong hug, once they separated Morgana turned to her daughter. Her eyes widened at seeing Roxy in an Enchantix, she pulled her daughter into a strong hug.

"Roxy you did it, you saved everyone... Even returned the magic that was stolen." Morgana said with a warm smile, Roxy blushed of embarrassment. Bloom looked a bit happy with that.

"Bloom!" said a new voice, Bloom span round to see her adoptive mother she almost didn't recognize her. Her outfit looked very impresses. Some veils surrounded her wrists and the eye liner was green. Her outfit was of a classic Goth girl.

"Bloom are you ok? I felt the magical unbalance from the magical dimension? Who were you fighting?" Vanessa asked

"I wasn't the one fighting but I know who it was, Valtor" Bloom explained, a dark aura surrounded Vanessa.

"So you've heard of him?" Bloom asked as she observed her adoptive mothers aura.

"Yes, he was created by the coven and took part in the attack on Sparx" Vanessa explained, her anger increasing only to vanish when Bloom fell onto one knee as she was took over by a powerful sense of dizziness.

"Bloom what's wrong?" Vanessa asked worriedly.

"I'm just weak is all, I was exposed to the magic of the white circle twice and that imbalance in the last couple hours" Bloom gasped out, Vanessa's own rage began to boil once again, the white circle could destroy the strongest of demons when used by someone who knows it's power and Bloom was a low level demon, little did Vanessa know that Bloom's demonic level had increased incredibly since their last encounter.

"Bloom you had to be careful that could have killed you." Vanessa said. She had to keep her anger in check, Morgana was a friend, knowing that she must have given Roxy the white circle for her safety. Bloom felt bad at that.

"You're a low level demon" Vanessa said in a worried tone, Roxy approached Vanessa.

"Bloom's demonic level has increased she's now tripled her power level at least and it is still continuing to increase" Roxy explained, she slowly stretched out her hand to touch Bloom, holding back the power of the white circle Bloom watched her friend cautiously and was thankful that her friend managed to hold back the power of the white circle.

"Really?" Vanessa asked surprised, Roxy nodded.

It was at this point that Vanessa and Roxy spotted something off about Bloom, Bloom now supported an electric blue bang.

"Bloom you hair." Roxy gasped out, her eyes wide with surprise, Bloom glanced up at the bang and spotted the change of colour, surprised by the change of colour. Morgana looked at the bang with a surprised expression.

"So that's why." Morgana stated slowly.

"My mother faced off against the Succubi Queen, after defeating her the queen cast a spell in a virus, my mother was able to keep her in the void between earth and the magical dimension... Bloom you absorbed the demonic essence of the Succubi Queen, your demon level will increase one more time, then you will be able to resist the power of the white circle" Morgana explained almost cryptically, Bloom was stunned and all she could do as she stared at the bang.

"Don't worry it's only and theory and I doubt it you will receive any more changes and the rest of your hair should be the same." Morgana said.

"Will it affect me or anything" Bloom asked.

"Well it'll make it harder for you to resist your succubus instincts, it will increase your powers...but with her essence within you, you should be able to use her wisdom to learn to control it" Vanessa explained.

"Ok, great more demon in me...as if Sky's parents didn't hate me enough" Bloom muttered

"What do you mean?" Morgana asked with a confused expression

"They despise demons, they don't trust me...they hate me...I felt it at the party...their hatred zoned in on me" Bloom explained, tears beginning to fill her eyes, feeling that her been a demon would ruin her chances at been with Sky and now she was more demon than before.

Vanessa comforted her adopted daughter, Roxy turned to her childhood friend. It seemed that her relationship with Sky wouldn't work due to his parents.


	8. Chapter 8

Magix…

Bloom and Roxy returned to the edge Magix, the duo looked round on reflex, still not entirely used to teleportation spells, Roxy's eyes widened at seeing something in the distance.

"Bloom look" Roxy exclaimed, their eyes laid on Alfea, it was under attack from the witches of Cloud Tower thanks to Valtor's medalling and his offers of incredible power.

"You don't think?" Roxy asked growing worried, Bloom nodded.

"Let's go" the duo stated in perfect unison.

Bloom and Roxy both transformed and took off towards Alfea.

Alfea…

"Roxy do you see those marks on their necks?" Bloom asked as she pointed to a random witch as they neared Alfea.

"Valtor's mark" Roxy gasped.

"Yep...man that guys really pissing me off today" Bloom muttered.

"Yeah that makes two of us at minimum...but what do we do, they're under a spell we can't hurt them" Roxy stated.

"They chose to do this Valtor always makes an offer though the alternative may of been less than favourable...I can keep them down for a while...hopefully long enough to beat the Trix back" Bloom stated.

"How?" Roxy asked.

"Like this…" Bloom said with a smirk before outstretching her arms, her palms faced the witches and she focused on her succubus abilities and combined them with the power of the Dragon Fire "'Flame Of Passion'" Bloom declared before shooting off orange waves, all witches it hit fell to the ground much like Diaspro overcome by arousal unfortunately Bloom had never done this before on such a scale and so she couldn't refine it to witches meaning that all fairies it made contact with felt the same thing the witches did, among them was Stella.

"What the?" Stella gasped out as she fought to keep control over her body.

She saw Bloom with an apologetic and embarrassed expression.

"Oops sorry." Bloom said, making a mental note to practise controlling that certain succubus ability, Roxy flew to see the Trix attacking a fairy that Musa was helping. After seeing that the witches where all down due to Bloom's succubus powers.

Valtor sighed. This was getting more complicated. Once the effects of her spell wore off, which took a several minutes Bloom helped Stella up, while continuing to defend herself against the Trix's attacks. Roxy had returned with Musa who was now a Enchantix fairy since she had saved the life of a fairy from her home world.

The witches of Cloud Tower retreated through a portal to head back to Cloud Tower, deciding that that they didn't want to face Bloom with her new abilities, knowing that she could take them out easily especially if she used that ability again.

"So…what happened?" Stella said pointing at the blue bang in Bloom's hair.

"Bloom merged with the essence of the succubi queen" Roxy explained.

"...Wow...but why do I get the feeling we're gonna get a repeat of today because of this?" Stella asked, referring to Bloom's 'attack' causing Bloom to blush slightly.

"Well my succubus powers and instincts have increased and I could barely control them before and now I'm gonna be feeling the need to feed more often than before...I'm not even sure my human food converted by Dragon Fire will be a good enough substitute anymore...I may need to dream feed" Bloom explained blushing an even deeper shade than before, she had been wanting to avoid doing this and talking about it for that matter due to how awkward the subject was. She subconsciously hoped that her friends wouldn't mind it and would perhaps volunteer or something.

"Well maybe that'll come in handy the next time we're attacked" Musa pointed out.

The necklace around Bloom's neck began to glow a bit.

"Well at least some of the witches gave me some sexual energy." Bloom said.

The necklace had enough for a few days at her original level but now, since she had evolved to an entirely new demonic level it would at best last for only one day. One thing came to their minds.

"Dream feed?" Stella asked, Bloom blushed an even deeper shade than before and it was spreading down her neck.

"Yeah I read about it, basically I enter your dreams and shape them, change them. A higher succubi and incubi do it, basically it causes you to dream of your love interest and have a wet dream about them... Only you don't have the evidence." Bloom explained, turning a deeper shade of red, surprising her friends as they didn't think she could blush much more, Bloom really hoped one of her friends would volunteer as she didn't want to do something so intimate with their consent and she doubted anyone else would be that happy about it, Stella raised her hand.

"I'll try it... Hopefully it would be better than my dreams so far, most are just of fashion disasters and bad hair days" Stella said, blushing slightly from the mere knowledge of what she was volunteering for.

"Really?" Bloom asked a little too excited and quickly than she should of causing her blush to deepen slightly, averting her gaze away from her friends.

"Err...sure I'll try it" Stella replied lightly blushing herself, realizing that she was asking her best friend to give her a wet dream and in front of her other friends.

"So how close due you have to be to err...do it?" Stella asked blushing deeper.

"More experienced succubi and incubi can do it realms apart from who they're feeding from but with my lack of experience I'll need to be close to you...and I may need some form of contact to enter your dreams...at first at least, with enough experience I could do it from my own bed" Bloom replied quickly, trying to ignore her deep blush.

'Oh my... You're such an innocent little succubus aren't you, 'may need'' Said a sultry female voice in Bloom's head with a slight chuckle.

Just for a moment Bloom saw a beautiful, voluptuous woman floating in a sitting position. Her wings showed she was a succubus. A fairy walked right through her showing that she wasn't 'real'. Bloom wore a surprised and confused expression

'Who are you?' Bloom asked she chuckled slightly, she never looked away from Bloom.

"I'm Lilith the succubus queen, your predecessor, little miss succubus queen." The ghost of the succubus queen said.

To say Bloom was surprised by this was a colossal insult on the word understatement, most of this was down to the fact that she could actually seeing her when she's long since dead!

"In a sense you have completed your evolution into a succubus having reached my level, I guess since you now hold my essence and DNA your my daughter." Lilith said with a giggle.

"Oh I can't wait to see the succubi and incubi faces when they meet their new queen." She chuckled.

The image began to fade, her voice echoed within Bloom's mind 'Enjoy your feed young one in every possible way' she chuckled in a sultry voice within Bloom's mind, she blushed deeper which only deepened when an image of a pregnant Stella before changing to a pregnant version of herself.

Sex demons do not only feel the desire to feed on emotions like lust but also felt the desire to mate and bare children, succubi and incubi could were normally stronger than the desire, but Bloom was worried been new and never having fed this was before feared she may fall victim to her instincts and either impregnate Stella or herself, night came far too quickly for Bloom's liking, she felt hot under the collar which only became worse when she saw Stella head to her room.

A/N Sorry it's so short but trust me if my memory serves correctly when we were writing this the next chap will be a lot longer.


	9. Chapter 9

Bloom let out a nervous sigh, she knew that succubi could impregnate a female though it was weird. Bloom entered Stella's room and found Stella already in bed and was fast asleep, she approached her friend and outstretched her hand and touched Stella's forehead with her finger tips and she entered Stella's dream.

Her eyes widened when she saw the dream, the dream wasn't of Brandon and Stella but of Stella and...Her!

'What the hell!' Bloom screamed within her own mind, Lilith a very loud laugh, her laugh echoed throughout Bloom's mind.

"Oh yeah before I forget to tell you high level succubuses like myself can tell the sexual preference of whoever they feed off, for example I and now you can tell if a girl is a lesbian, if you try that is, your friend is in total denial, sad really her home world had a huge debate about this during my time.' Lilith reminisced, Bloom began to feel herself getting hotter and more aroused and she hated it.

Bloom leaned into Stella's sleeping form and took in a strong whiff of Stella's scent, she couldn't believe that this was turning her on.

'All succubi are bisexual by nature, I had many women in my harem, one was my younger sister.' She said.

'You're sister!' Bloom screamed within her mind.

'Don't judge me our species is practically on the verge of extinction we practically mate for life and we can't control who we fall for like you can't' Lilith replied.

Bloom wanted to argue but she couldn't, especially when she a sort of hunger, a hunger of lust. She wanted Stella.

'No I'm saving it for marriage with sky!' Bloom thought to herself, trying to regain control of her body.

'Then let him be your only male mate, look I'm not trying to pressure you about this but you have to realize that some instincts are too strong for a succubus, your former nature gives you some resistant form them but you can't fight it forever, especially at your new level' Lilith briefly explained.

Bloom felt her eyes close as she began to lose control of her mind and body as her instincts began to take over, her clothes morphed into bats and flew away and seemed to fade out of existence. She tried to fight it but her instincts told her that this girl was more than willing to be a mother.

Stella shouldn't have picked that night to sleep nude. Bloom closed her eyes completely as she gave out. Within her dreams Stella felt some pain. Outside Bloom had grown a certain organ on her crotch and had thrusted into her. The new organ was one that was only normally seen on a man. She thrusted into her giving up control completely.

The next day Stella awoke, her eyes widening with realization, she remembered the dream completely and knew what it meant.

"I'm lesbian" Stella gasped quietly the next thing she noticed was a certain stickiness between her thighs and there was more than a small amount of the substance.

Bloom sighed as she awoke, her eyes widened as she realized that she had blacked out, she saw Stella was distracted and so quickly and quietly left.

'What happened last night?' Bloom thought to herself, her eyes widened even more as memories of the night before of what happened after she blacked out stormed her mind 'Oh my god I impregnate Stella!' Bloom screamed within her mind.

'Unfortunately yes you did Bloom' Lilith sighed.

Stella was in a daze as she recalled last night's dream, she tried to make sense of her life and that she was a lesbian with a boyfriend, she didn't notice that Bloom had slowly risen to her feet and had bolted out of the door.

Bloom was more than thankful that it was still fairly early as her closed had yet to reappear and she didn't want to explain to the her friends what she had done or as to why she was walking around the main area of the dorm naked, well not at least not until she had too, she was still trying to come to grips with it herself and didn't want her friends to think of her as some mindless sex demon and she was afraid of how Sky would react as well as his parents, but what worried her more was that something inside of her was hinting at how attractive her friends were and how compassionate they were and that they would make perfect mates.

once Bloom entered her room she noticed Flora's quilt wasn't up to her neck or wrapped around her but instead went up to her waist leaving her bare chest exposed.

'Does everyone sleep naked her but me here?' Bloom thought to herself as she quickly span around started getting dressed, ignoring the heat between her legs and her hardened nipples though it wasn't easy, especially with the a certain sultry voice giggling.

'Looks like your new demonic level as a sex demon is too much for you' Lilith said, amused by how her 'daughter' was reacting to Flora's presence but she was worried as this was known as what happened during the incubi/succubi mating season and Bloom at her age was already all hormones and now to make it worse she was giving off pheromones that would aid her in finding a suitable mate and the worst of it was Bloom didn't even know it and to make it worse it would be nearly impossible for her to control herself.

Succubi/incubi mating season happened randomly. It was different for each one; other events depended on the birth world of the varied succubus, even the time they were born affected it, even scents and the environment they were born in and lived in affected it.

The Winx members most suspected that Stella was a lesbian and Flora was bisexual, but was closely attracted to Bloom. Both where good mates. Bloom sighed.

"At least Stella didn't get turned into a succubus." Bloom said quietly as she slipped on a bra and panties, the queen wondered if she should tell her. Stella had been turned by her fangs when Bloom had claimed her, a rare power that the ancient succubi had. They turn the claimed mate into a Lilin, a succubus with a human form they were the mates of the succubus.

Flora awoke and rose from her bed.

"Bloom why are you up so early?" Flora asked curiously.

Bloom struggled to come up with a reason when a disturbing yet arousing thought popped into her head a though that Flora would look cute as a succubi. She shook her head, trying to get rid of that idea before she did something else she'd regret, after all she had already impregnated Stella.

"Oh err...I woke up early and didn't want to wake Stella" Bloom replied quickly.

"Oh…and why are you only wearing a bra and yesterday's panties?" Flora asked, noticing Bloom's clothes were nowhere in sight.

"Yesterdays?" Bloom question confused, her voice barley a whisper, she then looked down to see a large wet patch, Bloom then blushed deeply, realizing what she'd done without even noticing and yet she still felt 'active' Bloom quickly grabbed another clean pair and ran to the toilet in the dorm room, leaving Flora confused, as she bolted away images of Flora and Stella as succubuses materialized in her mind with a certain lack of clothing.

Bloom blushed and violently shuck her head trying to banish the image from her mind, feeling her instincts trying to take over again.

'No I'm stronger than this I won't do it it's bad enough I made Stella pregnant' Bloom screamed in her mind, she felt her fangs sharpen and her wings grow from her back, a dark aura surrounding her as she continued to fight her instincts, when she felt a comforting hand on her shoulder, she glanced over it to see the past queen of her kind.

'There, there, Bloom listen you are stronger than this primal instinct, you just need to truly accept what you are and what it entails, it's due to you fighting your own instincts and refusing to believe what you did last night that's doing this, a war is raging within you, find peace or you will be completely consumed by your instincts and will become nothing but a mindless sex demon' Lilith explained.

Bloom let out a frustrated sigh as she managed to calm herself down.

"I guess you're right." Lilith sat down with her.

"Stella is on you know" She said.

"What do you... Oh." Bloom said. She then realized, Stella didn't look like a succubi.

"The royal line of succubi/incubi hold powers that only ancient succubi and incubi had, one of them was Lilin. A succubi turned one into a succubi/incubi it wouldn't appear as one but is biologically one, only after a forming close bonds do they appear as one, last night you claimed Stella as your mate and injected her, the child began after she became a succubi, the child is a succubi." Lilith explained.

Bloom looked surprised and scared.

"How did I impregnate her?" Bloom asked. The succubus queen closed her eyes. A bulge was seen between her legs. Bloom was wide eyed.

"High level Succubus can turn their clit into a penis they magically generate sperm, I've done this many times to feed and I was conceived that way, my father was the previous queen, she impregnated my mother, I guess it would seem as a strange thing to your kind as my parents were siblings." Lilith explained.

'Great so I got Stella pregnant the first time I feed off her and I turn her into a succubi' Bloom moaned within her mind.

'Yeah, but still she will appear human and her nature won't emerge straight away...hold on the first time...your planning on doing it again are you" Lilith laughed before adding "You must of really enjoyed it last night" Bloom blushed deeply at this.

"...Err...Yeah I guess" Bloom replied averting her gaze

"You might want to return to your human form, you'll need to explain to that sexy nature fairy why you just ran off like that oh and you better change those panties and this time don't lose control over your hormones or at least wait until you have some pants on...I wouldn't recommend a skirt and I'm sure you know why" Lilith stated with a seductive smirk before fading out of view once again.

Bloom blushed even deeper, she reabsorbed her wings and retracted her fangs before making a quick change of underwear, surprised the panties she just took off were now dripping, she blushed an even deeper red and began to worry about how she'd get these past Flora.

Stella felt very different looking in a mirror she saw her bust had grown, her breasts were now almost as large as Blooms, Her butt looked about a quarter of an inch thinker and her hips slightly wider, not that she minded all that much. She also felt different, Stella felt a weird magic in her. She held her hand out. The light was white slightly bluish, her eyes widened as she knew what it was, it was dark magic, the dark magic of the moon. In her other hand was the light magic of the sun. Stella quickly realized that an Enchantix fairy couldn't use dark magic; however, a succubi fairy could freely use it.

'What the hell's going on here?' Stella screamed within her mind, she quickly decided to check with Bloom, when she exited her room she saw Flora.

'You know she would be a great lover I hope Bloom claims her...wait…what the hell am I thinking?' Stella screamed her mind, beginning to get a little worried.

With Bloom she wondered how this was going to work, Valtor was a threat and if Stella appeared pregnant then... Bloom audibly gulped as she felt fear grip her heart from the mere thought of it.

"Bloom listen if you are concerned about the baby you can with Stella's approval place the baby in suspended animation inside her... Don't worry the baby will be ok, after all I was placed in suspended animation inside mother for a hundred years." Lilith briefly explained.

There was a knock at the door.

"Bloom I want to ask you something" Stella stated in a nervous tone.

'Also though she can have sex with you with no harm, my mother and 'father' did it with me in suspend animation' Lilith added.

The queen vanished once again, Bloom then opened the door and stepped out of the lavatory in her underwear, hiding her panties behind her back.

"Yeah Stella?" Bloom asked the fact she was nervous was more than obvious.

"I was wondering if I could talk to you about something" Stella replied slightly nervous.

"Err...sure" Bloom replied before leading Stella back to her room, forgetting about the panties behind her back, which Stella noticed instantly since Bloom was a head of her, Stella found herself licking her lips and becoming aroused, she shook her head slightly to clear it, they entered Stella's room.

Bloom shut the door, Stella sat on her bed slowly, Bloom stayed standing opposite of Stella "So…what is it you wanted to talk about?" Bloom asked, suddenly becoming very aware of the still soaked clothing in her hand and began to blush deeply, worried about what Stella was thinking.

"Bloom what happened last night?" Stella asked. Bloom silently gulped a bit as she stared at her claimed mate.

"Well I gave you a wet dream" Bloom replied nervously, Stella had to ask.

"So did you see the dream?" Stella asked, Bloom nodded.

"Ok then I guess I'm a lesbian and you're the only one who knows it, but next is two things, my body and this." Her hand held out, in it was moon based energy made of dark magic.

Bloom went wide eyed.

"Stella you know that Succubi have emotional desires, well we have another desire... We have a random mating season that can happen for any number of reasons, last night…I saw your dream and I was overcome by it... Stella I turned you into a succubus and impregnated you" Bloom explained, worried about how her friend would react, Stella was wide eyed.

Stella felt a whirl different emotions and sensations, shock, surprise and arousal she quickly realized what else this entailed, Bloom had taken her virginity.

"Wait how did you impregnate me?" Stella asked, genuinely curious which only grew when she saw something appear in between blooms legs a bulge in her panties.

"High class succubus can do this, with magically generate sperm I claimed you as a Lilin and got you pregnant with a succubus baby." Bloom briefly explained.

Stella didn't know how to feel at hearing that, she felt happy that she could actually be with Bloom, aroused by what she saw between Bloom's legs, feeling the urge to be physical with her mate and find out how 'real' it was and yet she felt depressed at becoming a creature of darkness and that she could now use dark magic, one of the things she despised most yet she didn't care, the price had been worth it.

"Hold on so I'm pregnant?" Stella asked, almost screaming, the two froze as they heard movement throughout the dorm.

"Yeah but you can place the child in suspended animation until you decide to have it" Bloom replied quickly and quietly, slightly surprised that Stella commented on that instead of the fact she was a succubus but not much, Bloom had taken her virginity and claimed her as a mate.

Stella was slightly relieved that she could postpone the pregnancy but that relief vanished when there was a knock at the door.

"Bloom Stella what's going on?" Flora asked, been the only other one fully awake, the rest of the Winx were in a slight daze, trying to wake up and didn't fully process what Stella had screamed, Flora on the other hand had, Bloom felt nervous once again and became worried, she opened the door a crack.

"Look after we get dressed I'll tell everyone" Bloom said. Flora froze for a bit then nodded. Once she was gone Bloom shut the door and turned back to Stella.

"Do you want to keep the child in suspended animation?" Bloom asked. Stella was about to say yes but remembered she had a child inside her.

"What would happen to the baby?" Stella asked. Bloom put her hand on her lover's shoulder.

"The child will be ok, Stella, nothing bad will happen." Bloom said, "my predecessor, the queen of the succubi, was conceived like this and keep in suspended animation for a hundred years." Bloom said, Stella calmed down.

"Ok then Bloom, in that case the answer is yes." Stella said, Bloom kissed her and had her hand over Stella stomach magic went from Bloom into Stella and entered to her womb. As the kiss ended Stella had to ask.

"So will you be feeding off of me again?" Stella asked. Bloom blushed a bit

'Go for it Succubi can feed off each other with your dragon flame adding to the energy you and Stella will be well feed.' Lilith encouraged, this only added to Bloom's blush.

"Yeah and the next time we'll both be getting sustenance from it" Bloom replied, pushing her breasts against Stella's causing her to blush, Bloom left Stella's room, Stella watched as Bloom left, admiring her rear end as it swayed from side to side, inhaling deeply, picking the scent of what was in Bloom's hand, once the door closed Stella proceeded to get dressed, nervous about what would happen when all the Winx were together and how they would react to her been pregnant and with Bloom's child, she was also worried about how they'd react to her being a succubus and began to wonder if she should even tell them that part, then again she'd have to if she placed the child in suspended animation, after all they'd start asking awkward questions when the child doesn't begin to develop.

The Winx where in the main living area of the dorm, Roxy; having absorbed her white circles power had sensed dark magic around Bloom and Stella. She was immune thanks to pure white magic inside her. The other Winx members were resistant to it

As she sat down next to Stella a spark was seen. Strange because that only happened with demons.

"Ok then what was Stella yelling about?" Musa asked, Flora then recalled what said 'fairy' had screamed.

"Stella are you pregnant?" Flora asked, this question surprised everyone. They then realize something, unable to believe how they had missed it before.

"Stella your chest!" Techna gasped.

Bloom let out a tired sigh and told them everything that had happened from the discovery Stella was a lesbian, with her permission of course, to her instincts going wild to the part where Stella was turned into a Lilin and had a baby inside her, Bloom's child.

"That's about it." Bloom said

"You can turn other people into succubi and incubi?" Techna asked surprised, she knew how rare this was having researched succubi and incubi after finding out what Bloom was.

"Yeah" Bloom admitted, waiting for the rejection of her friends due to how weak she was to her demonic side and due to what she had done to Stella.

"How did you get Stella pregnant?" Layla asked.

"Succubi and incubi were at one point endangered so they evolved so they could produce more offspring by altering their reproductive system to be able to impregnate females of any species even if they are in fact female then when they began to over populate and become a problem for the magical universe that eventually led to humans hunting them down to stop them from what they thought some sort of hostile takeover so they evolved to be able to pause their pregnancies" Techna explained.

"Wow" Stella stated, surprised Techna had said all that without even taking a breath and by the amount of knowledge she possessed.

"Hold on what are you gonna tell Brandon when he finds out your pregnant and ask who the father is?" Musa asked, Bloom and Stella then froze, Bloom feared how Sky would react to her cheating on him with Stella and getting her pregnant and Stella was terrified how Brandon would react to a demoness getting her pregnant and her becoming a lesbian and a demon and finding out she was a lesbian because of a demon, fearing for Bloom's life knowing how protective Brandon could be and becoming worried how protective the other specialists could become of their friends at this information and began to worry for both their safety.

Unknown to them Sky was in turmoil; he had looked up succubi and discovered that Bloom had mating seasons. Another thing, however, he had a feeling that there relationship was doomed to fail. He looked at his phone. As he picked it up and began to call Bloom.

Bloom herself was very much afraid, Stella let out a defeated sigh as she decided break up with Brandon in hopes that they won't see each other until enough time had passed.

"Hello Bloom we need to talk." Sky said. Bloom decided to take it into the next room. As she left Roxy saw that the Winx seemed to be affected by it. Another thing was that she found herself feeling attracted to Bloom. Bloom re-entered the main living area of the dorm.

"Sky decided to break up with me, I guess I can understand it." Bloom said, remembering about her mating seasons, plus his parents and the fact of how his people would react to a demon queen and with her in power other planets would become hostile, there was no way their relationship could work, yet she only felt disappointed, not heartbroken like in her first year when she discovered Sky's secrets. As she looked at the Winx her mind conjured a picture of them as succubi kissing each other and kissing her. An image of them in a org... She shook her head once again attempting to rid her mind of such perverted thoughts.

"Bloom are you okay?" Flora asked in a concerned tone.

"Y...yeah...just trying to clear my head" Bloom replied nervously.

'man this mating season or whatever it is, is messing me up big time at this rate I'll have the Winx as my harem by the end of the week and all of Alfea by the end of the year as this rate' Bloom thought to herself in a sort of panicking tone, unaware that the pheromones she was giving off were now taking their toll on both Flora and Roxy, with Flora it was increasing their friendship into something much more and with Roxy it was developing a small crush she had on Bloom to a near lover/stalker level.

Bloom had been so busy clearing her head that she didn't notice the light scent of her friends slight arousal unlike Stella who picked it up but ignored it as she continued to fret over what she should do about Brandon, she considered how to break up with him and was surprised by her lack of sadness about it, in fact she felt liberated of sorts, feeling that after doing this she'd be able to be with Bloom, even though she wasn't fully aware of that reason, though she did feel more relaxed having come out.

At Cloud Tower Valtor felt a weird feeling that concerned him as he sensed something.

"Why do I get the feeling that the Winx are going to be more of a threat and a pain in my side than I originally thought?" He asked himself.

A/N Real long chappie is coming soon.


	10. Chapter 10

A Couple Hours Later…

Lilith had taken look through Bloom's mind, She found a nightmare of her being unable to use Enchantix.

With the Winx the one being most affected was Flora, and Roxy. As Bloom got into the room after breakfast she saw Flora who was missing fingering herself.

'Bloom I think Flora is more than willing to become your mate.' Lilith said in a sultry voice with a slight chuckle, Bloom blushed crimson.

Flora was actually picturing Bloom walking up to her and her letting her claim her as her lover. The succubus queen sensed the energy in Flora.

'You know she could be the next queens mother, besides you she is the strongest of the Winx, and her sexual energy she gives out is massive, a perfect combo' Lilith said.

Flora still had yet to realize that Bloom had walked in on her and continued to masturbate, letting out small sighs, moans and whimpers of Bloom's name, Bloom could Flora's pussy as she was lying on her back, legs in a frog like stance, skirt lifted by her knees, showing Bloom a certain lack of underwear and a white stream creating a puddle on Flora's bed, Bloom licked her lips, absorbing Flora's sexual energy on instinct, she blushed even deeper when realizing what Flora wasn't wearing.

The fact she was whimpering her name and that she hadn't noticed her enter or that she was watching her actually turned Bloom on even more due to the naughty feeling she was getting which only got worse as she felt herself moisten and she suddenly regretted not following Lilith's earlier advice as she was currently wearing a short skirt that highlighted her curves since all her pants needed cleaning due to her lack of hormone control and there was now a sticky substance slowly sliding down her inner thighs all the way down to her open toed high heels and down to the floor forming a small puddle.

Bloom cleared her throat and Flora's eyes shot open, Flora's gaze instantly landed on Bloom she felt surprised and ashamed with herself yet aroused further by the fact she'd been caught and by Bloom no less only made it that much more exciting.

"Oh Bloom I didn't notice you there" Flora said with a large and deep blush, Bloom just stared at her, her instincts actually helping her with the moment, helping her to remain somewhat calm instead of freaking or making a fool of herself.

"Flora who where you masturbating to? Helia...Or me?" Bloom asked with a sort of hypnotic gaze, Flora's blush deepened, Bloom raised her eyebrows. Flora wanted her.

"Flora do you want me? Do you want to become a succubus?" Bloom asked she was surprised she was asking her this as well as by Flora's reply.

Flora had moved off her bed, approached Bloom quickly closing the distance between them, the pheromones causing her to act more bold and forward than usual, she leaned in and passionately and deeply kissed Bloom.

Bloom closed felt her eyes close as her body was overcome by pleasure, her instincts taking control as she fell before the power of the mating season. The queen giggled at seeing this.

"Yes Bloom I would...please take me" Flora begged with a lustful voice, which only aroused Bloom further, Bloom let her instincts help her by giving into them even more, A flash of bats flying away before fading left her and Flora completely butt naked.

For the first time Flora saw the length of Bloom's reproductive organ, it was an impressive it 11 inches wanting to pierce Flora. Bloom let her fangs extend and sharpen before arching back and biting into the nature fairy's neck. A moan was heard as Flora felt the overwhelming pleasure at the venom infused virus turn her into a Lilin.

Little did Bloom and Flora know while they were mating Stella could smell what they were doing and it wasn't helping her control her desire to feed, especially when most of the Winx had gone off to do something, most went to the library to either get their homework done or research succubi and incubi and Stella was in the main dorm room alone with Musa.

The sounds of Flora and Bloom's sexual moaning was heard throughout the dorm, Musa blushed deeply, she glanced at Stella about to make a funny comment on how well Flora and Bloom were getting on when she saw Stella's lustful stare, how hungry her eyes were, Stella absent mindedly licked her suddenly dry lips as she took in Musa's figure.

With Bloom and Flora they had been going for ten minutes Bloom was surprised by Flora's stamina and how fast she'd adapted to use her succubus strengths to keep going in this situation, the sheets were now mostly white instead of the light green they were supposed to be and covered in sweat, the two were kissing passionately, Flora's left hand cupped Bloom's right breast and was needing it while playing with her nipple, using her thumb while her spare hand played with her pussy, Bloom's left hand was cupping Flora's ass and her right hand was massaging Flora's breast and much like Flora was giving her nipple extra attention while penetrating Flora's front with her new appendage, Bloom was beginning to wonder if Flora could actually out do her.

Lilith giggled.

'I was Right about her Flora demon level is almost as high as Blooms, she will become the mother of the next Queen' Lilith said with a tear. Flora and Bloom's kiss deepened as looked into each other's eyes. Behind them a flash of energy was seen. Flora was feeding off of their sex. She felt bloom laugh go into her again and again. Bloom could see that they were both not Cumming yet or any time soon.

'Is this what happened with Stella and me?' Bloom asked. Lilith giggled.

'no she wasn't as forceful as this woman, most female succubus would have cum three times by now, with this she is matching you a trait you only find with the consort the one in your harem who can give rise to the next Queen' Lilith replied.

The two of them keep it up. Bloom's illusion spell gave out. Her wings were seen as the energy was too much to even be absorbed.

Stella stared at Musa with a lustful expression.

"You know Musa you would be perfect as a succubus." Stella said she touched her breasts. Stella seemed to be wanting the Winx to join in on the adventure, little did they know Stella's libido had increased due to he becoming a succubus and the mating season had increased it even further.

Flora looked at bloom. The two of them panting and sweeting. Bloom was going wildly with the fairy succubi of nature. The two girls after twenty minutes gave out. Bloom closed her eyes as did Flora. They gave out and panted and played down. Flora appearance had evolved he busts where bigger the blooms by a cup size her waist was a half inch wider, and her butt a half inch bigger.

'That's was amazing... Is flora really going to have the next queen?' Bloom gasped.

'Most definitely' Lilith replied more than impressed by the twos stamina especially since they were both new to the whole succubi thing.

Flora lay atop of Bloom, breasts against pressed to each other, their legs intertwined; neither of them able to move without grinding their pussies, breathing heavily the two of them began to fall asleep.

Meanwhile, Musa was beginning to back away from Stella the hunger in her eyes was beginning to overwhelm her, Stella's instincts began to take over, her body began to produce more pheromones that targeted Musa increasing Musa's arousal to make her a more willing mate, Musa began to blush as she felt a dampness within her panties and how hard her nipples were becoming.

'Is the idea of Stella turning me into a succubus really that arousing?' Musa asked herself feeling the urge to do it with Stella increase as Stella's pheromones gradually took more and more of an effect on her.

Stella herself didn't know how to grow a penis, however, she did know how to turn Musa, unlike Flora who gained the right to bear the next Queen Stella gained the power to turn females into Succubi. She was acting on her instincts being a harem Lilin she wanted to bring Musa into the harem. Stella grew her fangs.

"Come on Musa I think Bloom could go another round." Stella said. Musa back up enough and was at the wall. Stella came up to her, pressing her large breasts against Musa, causing the music fairy to blush at how aroused it was making her, Stella's hand went under Musa's skirt and clamped onto her panty clad puss, hard, before gently, yet forcefully rubbing it causing the music fairy to moan.

"Looks like you like the idea" Stella teased, feeling how we she was before she started, she leaned into the music and bit her neck. Bloom awoke, slowly rolled Flora off of her, careful not to wake her and quickly got dressed, giving her one last glance before slipping out of the room as quietly as she could, note entirely happy that she felt herself becoming aroused again.

She entered the main living area of the dorm and found Stella kissing with Musa. Musa was barely dressed. Her enhanced bust size being equal to Stella's with a quarter inch increase in butt and a waist growth a quarter an inch.

"Stella did you turn Musa?" Bloom asked she licked her lips.

'Stupid mating season' Bloom thought to herself as she felt her drenched panties beginning to fill up once again, Stella nodded.

"Do you want a turn?" Stella asked as Flora entered the room, she looked at the two girls. She turned to Stella, something appeared between the nature fairy succubi's legs.

A rod rivalling Blooms.

"How about Bloom takes Musa while we have some fun?" Flora proposed while licking her lips as she took in Stella's figure.

"Oh you're on" Stella replied before diving at Flora her instincts now taking complete control, she knocked Flora onto the sofa behind her, straddling her and engaging in a passionate kiss.

'And I thought I had problems with the mating season' Bloom thought to herself as she stared at her friends begin to mate, her arousal grew and soon she had a white liquid streaming out from under her skirt, all her underwear now needed to be washed, Musa then came up behind Bloom and grabbed her rear, Bloom looked over her shoulder to see Musa's eyes filled with lust Musa pulled Bloom into a deep passionate kiss, Musa enjoyed Flora's taste which still remained within Bloom's mouth, Bloom enjoyed the taste of Stella as their tongues battled for dominance though Musa eventually submitted to Bloom since she was well the leader of the group and sort of their alpha, they were so into it what they were doing they didn't hear the door open.

The person to open the door was Roxy, Techna and Layla right behind her, she froze stopping the other two from entering and seeing what was going on unlike Roxy who saw Stella ridding Flora, Bloom thrusting into her while they kissed passionately and played with each other's breasts, Musa cried out as she lost her virginity.

Roxy slowly and quietly closed the door a blush enveloping her face.

"I think we should give them some privacy" Roxy said, Layla and Techna blushed as they realized what Roxy was implying before taking their leave, Roxy let out a tired and yet disappointed sigh. She used her earth magic to conjure a sphere in her head, it was transparent at first but soon filled with images, showing what was happening in the main dorm area.

Bloom was going at it, with Musa. Stella looked at Flora.

"I wish I could have your baby as well" Stella thought aloud sounding more like a slut by the second.

'Is that possible?' Bloom asked the queen, Lilith thought for a moment.

'I think so I remember having a sister who was born at the same time as me who had a different father to me ' Lilith replied thoughtfully.

'How many siblings did you have?' Bloom asked surprised by finding out she had yet another sibling.

"Twenty four siblings and hundreds of cousins, in fact most succubi and incubi are related." Lilith replied as if it was the most normal thing in the world causing Bloom to resist face faulting from her tone, Bloom closed her eyes the biological magic inside Stella's body and manipulated it allowing her to release a new egg whenever she desired, meaning she was now ready to take Flora's seed, she did all this without stopping her ministrations on the musical succubus, Musa let out a barely audible moan as her body shuck and she orgasmed yet Bloom was still going as was Stella.

Roxy found herself desperate to be in Musa's shoes, she continued to stare into the sphere, feeling herself moisten down below and loving the feeling and loving how naughty it felt even more. Stella gave out as Flora shot seed into her as Bloom did Musa.

Flora turned back to Bloom she found that she was still aroused as was Bloom.

"Bloom can I?" She asked as she rubbed Bloom's pussy with her penis reabsorbed once Musa was finished, Bloom blushed deeply at this.

'Wait Bloom don't give it up yet…just wait and see what happens' Lilith whispered in a sultry voice within Bloom's mind.

"Not now flora." Bloom said, Flora nodded with a disappointed expression, but that vanished when Bloom leaned into her and engaged her in a passionate kiss "But definitely later on" Bloom whispered in a seductive tone into Flora's ear, sending shivers down her spinet. Musa clawed to Stella and they engaged in a deep passionate kiss. The girls rested for a couple minutes and fed off of the sexual energy, feeling the desire to mate begin to decrease.

Roxy watched the succubuses through the sphere in her hand just outside the dorm room door, not aware that the combined amount of pheromones form four horny, hormonal succubi who had fallen victim to the mating season was leaking through the cracks around the door and that she'd been breathing them in the entire time, her panties grew wet and she soon felt a trickle down her bare legs which only increased her arousal due to the feeling of naughtiness and the fear of been caught combined with the pheromones.

Roxy soon found the courage she needed to open the door and enter the dorm, her sphere vanishing as she did so, she was greeted with the sight of four naked succubi, only just beginning to calm down, Stella and Musa were lightly kissing each other while Bloom and Flora were groping each other while lightly kissing each other's neck, Bloom and Flora froze and turned to face Roxy Stella and Musa didn't notice and simply continued lightly kissing each other.

Roxy shook her head slightly to clear her head, white circle's cleansing abilities that now lay within her activated for a brief moment, allowing her to remember what she'd learned about succubi and there mating seasons and abilities. Though it managed to get rid of some of the pheromones most of the pheromones still affected her.

"Bloom how long is the mating season going to last? In a span of twenty four hours half of the Winx into succubi" Roxy stated.

Stella and Musa stopped kissing, noticing Roxy's presence, Roxy let out a frustrated sigh, the scent of her arousal entered their noses.

"Were you spying on us?" Musa asked with a seductive smirk, Roxy blushed deeply.

"Bloom Musa and Flora could be pregnant, and I think Stella maybe having a second child while she is pregnant and they both have different 'fathers'" Roxy said pointing to Flora, avoiding Musa's question.

"Roxy for our kind that is completely natural and common at that" Bloom replied.

"Bu...but how can you guys be okay with this?" Roxy asked confused while trying to ignore her arousal and that her legs were still damp and her panties were soaked and everyone could smell it.

"It just seems natural, I don't see the problem with it, none of us do...you said you accepted what I am and this is what comes with me being a succubus...besides you don't exactly have the high moral ground in this situation since you were the one peeping on us" Bloom responded with a playful smirk, Roxy blushed deeper.

"I...I wasn't" Roxy stuttered, feeling her arousal increase out of fear of being caught and began to leak again and this time it was dripping to the floor, right through her panties.

"How else could you become so wet that you coated the inside of your legs with your cum and it's now dripping right through it?" Bloom asked playfully.

Roxy wanted to disappear at this moment as she blushed an even deeper shade than before.

"Besides I heard that you're the only Earth fairy with a male father" Bloom said, Roxy decided at this point that she didn't want to continue this and bolted out of the room.

"Ok that could have gone better" Bloom sighed.

After several more rounds of making love they got dressed. Flora and Musa had their pregnancy paused, and Flora did so with Stella. Amazingly Succubus eggs take sperm faster the others. As Bloom sat down she remembered that Flora wanted to take her virginity.

'I'm saving myself for marriage but this mating season may take it from me.' Bloom thought to herself worriedly.

'Then why not just have a succubi marriage, something my parents had with the others in their harem, everyone married to each other, all raising the kids as if they were their own' Lilith stated as her spiritual form appeared, sitting on Bloom's bed, Bloom was wide eyed.

'Wait succubi and incubi get married?' Bloom asked Lilith nodded.

'Yes each family of succubi and incubi is in reality a group marriage, I was raised with the other mates in my parent's group, they were all my parents, most of them were my parent's siblings' Lilith replied, Bloom just stared at her.

'Are all succubi inbred?' Bloom asked with wide eyes, Lilith thought for a moment.

'Most are others are turned, the royal line is the most inbred actually, though some natural succubi and incubi aren't inbred' Lilith replied.

'So how does a succubi marriage work?' Bloom asked.

'You and your harem come together make your vows kiss each of them and they kiss each other...are you actually considering marrying all your friends you've turned or they have turned?' Lilith asked surprised that Bloom was so open with the idea.

'If I'm going to save myself for marriage then I'll have to...that...and...I'm sort of...developing deeper...feelings for them' Bloom admitted.

'Well that's to be expected you guys had a close bond before and the succubi nature has brought you all closer, bringing out their inner selves, hey you even gave Stella the courage to come out' Lilith replied.

'Like it matters I'd never get them to agree with it and besides I doubt I could afford that many rings without dipping into royal funds and I doubt that is an option for those with that option' Bloom responded.

'Rings aren't needed, it's rare a succubi wedding involves them and I'm sure they'd agree to the marriage, Stella and Flora are pregnant with your child and you can smell Musa's and Roxy's attraction to you' Lilith replied with a playful yet seductive smirk.

'How'd you know she was pregnant?' Bloom asked, Lilith shrugged.

'I can sense it, it's sort of instinct' Lilith replied.

Meanwhile…

Musa was looking at herself in the mirror, taking in her new body.

"You know Musa you can have a second child if you want but if you don't want it I'll be more than happy to" Stella said in a seductive tone, she had worked out how to grow a penis and thus now knew how to impregnate others.

Stella had barley any clothes on; she wore a black and lacy bra and panties and unfortunately had weakest control over her instincts out of all the succubi Winx, Musa turned to Stella, thankful that she had more control over herself when she saw what Stella was wearing.

"Stella you have two babies inside you, you want a third child with me?" Musa asked, Stella approached Musa.

"Maybe you can put a third child in me" Stella replied, Lilith face palmed, she was connected to the other members of the Winx who had been turned like she was with Bloom.

"Bloom it appears that the Slut of your harem has already been established" Lilith chuckled, Bloom looked at her with a confused expression.

"Half of my siblings came from one succubus, the slut of the group who had the most kids, most harems have at least one" Lilith explained.

"What do you mean?" Bloom asked slightly confused, Lilith let out a tired sigh.

"Close your eyes and focus hone your Succubi powers" Lilith instructed, Bloom did as she was told "Focus on the members of your harem then on the one you want to locate, in this case Stella" Lilith instructed.

Bloom then found herself with an image of Musa's room with Stella wearing black, lace undergarments that left nothing to the imagination, especially once she saw how transparent they were, she was trying to seduce Musa, who was pressed against a wall behind, Stella forced her pussy against hers and did the same with her breasts while whispering into her ear and she could see it was having a powerful effect on Musa although she was putting up an impressive fight especially for a newly made succubus.

"Since when was she so forward?" Bloom asked shocked as she opened eyes thus severing the connection.

"Behold her secret inner self combined with hyperactive hormones during a mating season combined with the fact she's surrounded by several teenage girls high on hormones three of which are succubi giving out their sexual pheromones like they were going out of style" Lilith replied with a devious playful smirk.

"Pheromones?" Bloom asked as she raised an eyebrow.

"Yes during mating season the pheromones tell their mates that they are ready to mate and have babies, the girls are so affected by your pheromones that the entered into a mating seasons, my guess it would only end when three things happen." Lilith stated as she held three figures up.

In the other room Musa gave up, Stella wanted another baby and she couldn't fight her arousal anymore.

"Can you show me the penis thing?" Musa asked with a seductive smirk, Stella briefly told her how to do it before showing her it before proceeding to push Musa down onto her bed.

Back With Bloom…

'One each of the Winx are succubi, two they each have a child, and three..." Lilith began, pausing when the sound of Stella getting her third child was heard. 'They each get you and have a child with you" Lilith explained as she numbered the three ways to end the mating season, causing Bloom to blush deeply.

'There is a way to have them all fertilize your egg; my mother was an end result of that, the child shares a piece of each of your DNA' Lilith briefly explained, Bloom just stared at her.

"Isn't that impossible?" Bloom questioned, Lilith shook her head.

'We succubi breed this trait into our DNA, collective breeding of our species is very common' Lilith stated.

Bloom's eyes widened at the information she had received and couldn't help become more than a little damp when her mind went on auto pilot and processed what her being impregnated by all her friends would entail.

'Looks like you like the idea' Lilith giggled, causing Bloom to blush she then faded from view once again.

"Great so I'm gonna have to either get pregnant make my friends pregnant or change all the Winx into succubi" Bloom whispered aloud unable to control her hormones as she was struck with a vision of her and all of the Winx as succubi engaging in an orgy.

'If you're lucky or you may have to do them both' Lilith stated before fading from existence once again.

Meanwhile Roxy was sitting beneath a tree near the quad alone, she'd yet to get a chance to clean up so decided to try and not draw attention to herself, her mind had cleared up as the pheromones were no longer circulating her system.

'What is wrong with me...I have nothing against lesbian actions...but...when I saw Bloom doing it with others I just got so angry, depressed, yet aroused...I wanted to fight Flora and yet I wanted to join in...What is going on with me I know I have a sort of crush on Bloom but what the hell is happening to me?' Roxy thought to herself, finding herself wanting to request that Bloom change her and claim her which only further confused her.

Roxy decided to look over earth fairy history summoning the book. She read it and discovered that the fairies or earth where more like Amazons, having only females and no male parents.

'That explains so much' She thought sarcastically.

With the others Techna and Layla had other feelings. True succubi mating season lasts until the affects end, but the pheromones only seemed to affect them, probably due to their been exposed to the pheromones so close to the original source. Miss Faragonda however knew this sort of thing may happen but Valtor was too much of a threat, to do anything about it.

In cloud tower The Trix had a strange feeling that going to Alfea now will be their deaths so avoided attacking any time soon.

Roxy decided to go see Bloom and figure out if she really wanted to be a succubus.

Musa let out a tired yet frustrated sigh, Stella had fallen unconscious after she came in her. She didn't want this to continue, her mind once again clear and she beginning to worry about the fact that Stella was acting like a slut.

Musa slowly eased Stella off of her cock fighting the urge to moan from pleasure, not wanting to wake Stella she was too worn out to go again, once she was off she carried Stella bridal style and placed her on her bed and brought the covers up to her neck before quietly creeping out of the room and slowly shutting the door, Musa then snapped her fingers and summoned her clothes before heading to Bloom's room where she found Bloom speaking to Roxy.

"Hey...What's going on?" Musa asked at seeing Roxy's bright red cheeks turn a deeper shade as she averted her gaze.

"I'll tell you later I'm not entirely sure and Roxy's trying to tell me something...so what's the problem?" Bloom asked when she saw Musa's concerned expression.

"Stella's changed, she's acting like a slut I'm worn out she's had me going since I became a succubus she's kept this up to the point that she's unconscious I'm worried about her" Musa explained.

Bloom let out a tired sigh, she turned to the astral form of Lilith who had appeared beside her once again.

'Can others see you?' Bloom asked, Lilith thought for a moment.

'Maybe with enough power I'd be able to interact with the others' Lilith replied, Bloom nodded in understanding, making a mental note to test that out later.

"Musa, with succubi harems one Succubi is the one who has the most kids, my predecessor had half of her siblings form that harem and there's almost always one who acts like a 'slut' which is what Stella is in this harem, I guess Stella wants to have a child with each of us" Bloom explained, Roxy just stared at Bloom, surprised by this.

"Is it even healthy for that, I mean can she actually survive giving birth to six kids?" Roxy asked, Lilith giggle at hearing this.

'Collective breeding allows a succubus to have up to twenty baby in suspended animation, and can go through a pregnancy with one child while still having a child in suspended animation' Lilith explained and Bloom relayed this information to the others.

"How do succubi gain these powers?" Musa asked, Bloom blushed.

"Collective breeding, this way the whole species can gain this, succubi are also in a way baby making demons" Bloom said with a heavy blush, Musa guessed that the takeover was because succubi threaten to overtake the other races in population.

Roxy couldn't believe what she was hearing, this new information was only making her more and more certain that she wanted to become a succubus and that she wanted Bloom to be the one to do it, she just hoped she wouldn't become a slut like Stella, then again one of Stella mottos was 'if you've got it flaunt it' so all it did was magnify it and she had nothing like that to magnify.

"But still what caused Stella to start acting like this?" Musa asked.

"I'm guessing her hormones got magnified by the mating season so it should be temporarily, once the mating season ends she should become less of a slut" Bloom explained.

"Well that's a relief I just hope it ends soon before I go into a coma from Stella overdoing it" Musa responded before taking a seat on Bloom's bed she could barely stand with her legs shaking from her and Stella's passion.

"So what's going on here?" Musa asked again

"Roxy was going to ask me something" Bloom responded, Roxy never looked away from Bloom, Roxy audibly gulped.

"Bloom can you turn me too?" Roxy asked hesitantly, more than a little nervous, Musa and Bloom went wide eyed at hearing this. Did Roxy know that she would become a part of the mating season.

"Bloom I had a crush on you and now its love, please Bloom turn me and claim me" Roxy begged, the pheromones enhancing her feelings.

"Roxy it's the mating season, if I turn you we will have to mate" Bloom said, Roxy didn't reply, instead she leaned into Bloom and gave her a passionate kiss.

"I'm alright with that." Roxy said as she pulled away.

The scent of their arousal affected Musa.

'Really! Succubi are worse than rabbits" Musa thought to herself 'how many kids does a succubi have in her life? I wouldn't be surprised if I die with thousands of daughters' Musa thought to herself, not looking forward to writing that will, especially when it came to grandchildren.

Bloom proceeded to lead Roxy to the bed, willing bats to appear on their clothing before fluttering off leaving them both in the nude, Musa couldn't help but drool slightly at the sight of the other two girls.

'Man this mating season is messing me up I like guys not girls...don't I...that thing with Stella was just the spur of the moment nothing more combined with the mating season ...wasn't it?' questions like this kept swirling around in Musa's head as the scene before her unfolded, Bloom gave Roxy a deep and passionate French kiss which she returned without hesitation, Bloom proceeded to kiss down Roxy's neck before licking it from her shoulder to her chin, her fangs sharpening, twitching in anticipation, she then bit into Roxy and converted her from fairy to succubus, Roxy's eyes widened as pleasure thundered throughout her body as she became a succubus.

The newly converted succubus let Bloom take her with glee. Roxy felt herself feeding form the sexual energy, Musa watched the seen unfold.

With Musa's room Stella awoke from the energy that she felt herself feeding off of, Muse felt herself become aroused once again. After a good fifteen minutes Bloom finally came inside Roxy. The new Succubi gave out a few minutes before her. Bloom fell into a deep sleep, however, Roxy was still horny and the sight and smell of an aroused Musa was seen, Roxy licked her lips.

Being very new to the world of the succubi she really felt a pull to put a baby in her. Roxy walked up to the succubi of music. The effects of the succubi DNA changing her, her bust was as big as Blooms and her butt was a quarter inch thicker. Roxy suddenly developed an erect penis rivalling Blooms.

"I may have a child in me but soon I'll have yours as well" Roxy said as she approached Musa, swaying her hips in a seductive manner.

'Why is it I always attract the more slutty succubi?' Musa thought to herself which was soon followed by the thought 'not that I'm complaining' Musa was already as horny as bunny in heat from just watching the head of the harem making and claiming the new succubus, she hadn't even noticed her pussy was beginning to fill up her lacy panties beneath her short miniskirt.

"So Musa how would you feel about trying to make a baby?" Roxy asked in a seductive whisper in Musa's ear, her warm breath sent shivers up her spine, Roxy then let her tongue slither out and let it caress Musa's ear before nibbling it, sending more pleasurable shivers thundering throughout her body, Roxy heard the sound of dripping liquid, she glanced down to see a whit liquid slowly dripping from beneath Musa's skirt.

"Looks like you like that idea and are more than eager to do so" Roxy said in a seductive giggle before forcefully sending her hand beneath Musa's skirt and gripping her pussy forcefully and leaning it to give her a powerful passionate kiss, showing her how good Bloom's sex tasted while slowly pleasuring her pussy with her delicate fingertips in a near teasing manner.

Bloom slowly awoke to see Musa taking Roxy like a dog. She already had Bloom's baby in her and was close to having Musa's baby also. Musa eyes rolled into the back of her head. Roxy almost gave out as Musa came inside her. Bloom saw that both girls had fallen asleep.

"Ok then this is getting out of hand" Bloom said.

A Couple Minutes Earlier…

"Stella get back" Layla said in an almost fearful tone, she and Techna had come back into the dorm and unfortunately were met by Stella. The noises of Roxy and Musa moaning were heard as they walked in. Flora was off in the woods saying it was about the dark magic of nature or something. As the two still 'humans' walked into the dorm the door closed behind them.

"Layla, Techna, I want to ask you both something" Stella said as she began to approach them in a predator like manner as she swayed her hips, her outfit was so revealing, then again she was only wearing her bra and panties.

"Can you both become succubi please, I want your babies!" The slutty Succubi of the sun and moon.

"Stella back off" Bloom commanded in a demonic voice as she exited her room, unknown to any of them Bloom had tapped into her demonic abilities and since Bloom was the head of the harem Stella had no choice but to obey her as the alpha female, especially since Bloom been the succubi had power over her, Stella felt bloom emotions of anger and disappointment aimed at her.

Stella backed away from Layla and Techna who let out a breath of relief only to begin to breath in more pheromones, Bloom's body began to produce more pheromones due to her strong emotions and due to her tapping into her slight influence over her harem.

'Interesting Bloom's tapping into more of her succubi nature and her new succubi abilities and she doesn't even know it' Lilith thought to herself as she observed Bloom from the corner of the main area of the dorm

"Thanks Bloom" Layla sighed.

"But why'd she listen to you and not us?" Techna asked, they had told her to back off and yet she continued to approach them in a seductive manner yet she obeyed Bloom instantly.

"I'm the alpha like in a pack the lesser members will obey my authority" Bloom said, Lilith giggled at this.

Stella Headed into her room, a moment later Techna and Layla sat down relieved by this.

"What happened to Stella? She was acting like a slut!" Layla asked.

Bloom turned to them and told them Stella role in the harem. She also revieled that Flora had the role as the next queens mother.

"Well I'm surprised, Stella has three babies in her each from another Succubi" Layla said slowly, Bloom sighed.

"Yeah I know Musa already has my baby and now may have Roxy's too" Bloom said, she spotted a piece of paper in Techna's hands.

"What's that?" She asked.

"It's something about the royal Succubi harem, it was in an ancient book about them, supposedly the harem are all technically succubi and incubi queens, though the head is the true queen of the species" Techna stated in an almost confused tone.

"Oh? Guess it's true learn something new every day" Bloom muttered.

"Anything in their about a way to end the mating season quicker?" Bloom asked hopefully, the idea of getting pregnant with the children of all the Winx's babies may arouse her from just what she would need to do but she wasn't ready for it and she was scared of not been ready to be a mother to one child never mind six at minimum.

"Nothing on that I'm afraid just that it varies on the succubi and incubi with some they need to impregnate a certain amount of females or be impregnated or...well...there's a lot of different scenarios" Techna explained, beginning to get worried since from what she had heard from Bloom everyone except her were pregnant and the mating season was still going and that worried her, she knew that some mating seasons ended when a certain amount of succubi were turned which only made her more worried and yet excited, unaware how powerful Bloom's pheromones were.

An image of her been turned flashed before her mind causing her to blush but quickly blocked the image out trying to remain logical about the situation.

Bloom had hoped that she wouldn't have to be a mother at least not yet.

"In other news Valtor has suddenly become very quiet..." Bloom stopped listening. She may have to be impregnated. 'I already have four kids.' One thing about succubi the can sense the change in pheromones that shows a female has a baby. For succubi this happens as soon as a child is conceived. Bloom was so distracted that she failed to see Layla go to check on Stella. She hoped that the princess of Solaria had gotten over the effects.

However, Bloom received a mental image of Layla as a succubus wearing a sexy outfit.

"Wait Stella... Ahhh" Bloom got out of her daze and ran to Stella's only to see Stella injecting Layla with the Virus venom.

"Oh for crying out loud...I turn my back for two minutes and you change Layla into a succubus" Bloom moaned as the sounds of Stella 'welcoming' Layla to the world of succubi and incubi were heard throughout the dorm.

"Guess that means I'm the only human left in the dorm" Techna muttered, Bloom detected a hint of disappointment and was unsure whether it was due to the fact Stella had so little self-control or that she felt left out or wanted to be one.

Flora entered the dorm and instantly fell to her knees due to her arousal caused by the presence of five succubus' on heat giving off so many pheromones she could practically taste them in the air.

"Let me guess…Stella turned Layla" Flora gasped out.

"Yeah...maybe we should just chain her to the wall before she turns anyone else" Bloom muttered, just as Musa and Roxy entered the main living area of the dorm, the minute Musa and Roxy heard this they blushed and felt themselves getting wet again having entered the main dorm area fully clothed again, if only they were wearing a clean pair of panties meaning the new liquid went straight through their underwear even though it was so little, Bloom noticed this due to her succubi sense of smell.

"Don't you two be getting any ideas" Bloom called to them causing the two of them to blush a slighter deeper shade of crimson.

Once they waited for Layla to come out, her bust was as big as Stella, and a butt an inch thicker. She walked out with a lump cock that quickly disappeared

"I guess I just put a child in Stella, Bloom we may have to chain her up" Layla stated. Layla headed to get some clothes on. The blonde haired succubus re-entered the main living area of the dorm and spotted Roxy as a succubus.

"Hey Roxy I still have room for your baby, and one for yours Techna" Stella said with a seductive smirk and a lustful stare. Bloom face palmed herself, maybe Stella needed the max of kids in her just to stop her. Bloom sighed to herself. Kiko came up to her and tugged her sock he was hungry. Bloom decided to get his food. Bad idea leaving Stella alone..

"Stella wait, wait!" Techna yelled, Bloom ran back into the main living area of the dorm and saw Stella bite Techna she pulled her off right after Stella injected her venom into the normal girl.

'Too late, Stella has already injected enough venom into her' Lilith sighed. Bloom kinda ignored what Lilith and sighed, she knew Stella needed to be chained or something just to be stopped Bloom sighed, she knew what she needed to do and that she needed to do it before Stella turned anyone else and that she wouldn't do it willingly if she knew the reason she was doing it.

"Stella come here" Bloom said as she headed into Stella's room, making sure to sway her hips as she walked, she snapped her fingers and her skirt rose up and showed that she wasn't wearing any panties and gave Stella a perfect view of more than half of her bare ass to lure Stella in, it worked like a charm, Stella was mesmerized by the view of Bloom's ass and followed her into her room thinking she and Bloom would get to have some fun, once she entered Bloom snapped her fingers once again and the door slammed shut.

She snapped her fingers again and a set of chain cuffs appeared on the wall and her clothes turned into a leather black miniskirt that hugged her hips and showed off her ass and a black leather top that pushed up her breasts amplifying them and showing off her cleavage, making them look even more attractive, she looked like a dominatirx.

"How about we try something a little more kinky this time?" Bloom asked seductively, Stella's clothes, if you could call them clothes, vanished.

"I'm game if you are" Stella responded, Bloom then led Stella to the wall, spread her arms above her head and cuffed them to the wall before spreading her legs, so her feet were just above the ground before cuffing them, the cuffs began to glow a light shade of blue.

"What the?" Stella gasped confused.

"They stop you from using magic I thought you'd like to feel completely helpless" Bloom replied with a playful smirk before patting her wet pussy, that had begun to drip.

Bloom crouched down, arching her back forward and leaned in closely and lightly blew on her pussy, sending waves of pleasure throughout Stella's body, she rose back to her feet and snapped her fingers once again and she gained a pair of black, leather high heel boots, she leaned and circled her nipples with her tongue, causing Stella to moan out in pleasure. Bloom rose up to her tippy toes and engaged in a deep passionate kiss with Stella.

She leaned away, she snapped her fingers once again and a red ball gag with a black strap appeared on Stella's mouth, Bloom crouched down arching her back forward and began to ear Flora out, Stella's body shook with pleasure, she snapped her fingers once again and several more cuffs appeared on Stella's limbs preventing her from moving completely before going back to eating her out and once done she stepped back and licked her lips clean before conjuring a vibrator and inserting it into Stella's pussy and switching it on before turning to take her leave, snapping her fingers to revert her clothes back to normal.

"Sorry Stella but I can't risk you turning anyone else so you'll just have to wait till the mating season is up sorry" Bloom stated, the apology was genuine.

Stella looked very sad at this. As bloom walked out Stella tried to struggle and break them. She sighed.

"Can't I at least have Roxy and Techna put a child in me?" Stella whined, as Bloom walked out she saw Layla come out. Techna's bust had become as big as bloom and her butt was a half inch bigger, with a wider hips. Techna whispered into her ear. Techna and Layla turned to bloom.

"What's is it?" Bloom asked. Techna and Layla sighed.

"Bloom you may have to impregnate us hopefully this will cause the mating season to end." The succubi of technology said. Bloom paused for a moment.

Stella almost stopped. Behind her back sprouted wings, the shape of the wings began to change and Stella smirked, loving the fact her demonic level had evolved to the next stage.

"So bloom?" Layla asked. Roxy who was leaning against Stella's door and suddenly found herself been pulled into the room her voice muffled by Stella's hand as she was pushed against the door, before she could say anything.

Bloom considered what, Layla and Techna were saying and thought it was possible and she felt bad about what she'd done to Stella so thought it was worth a try and so let her self-control begin to fade, the scent of Stella's love juice then entered her nostrils, she glanced down to her hand to see where it was coming from and found her hand was covered in Stella's love juice, she rose her fingers to her nose and took a whiff of the sticky liquid as she spread her fingers, showing everyone what she was smelling as the white liquid connected her fingers, she became mesmerized by the substance, she then proceeded to lick her fingers clean of Stella's cum relishing in the taste.

Bloom approached Techna and Layla who had grown even more aroused and more damp down below at the sight of Bloom licking cum from her fingers and due to their lack of clothes Bloom could see and smell the moisture gathering, Bloom's clothes vanished, they began to approach each other when Stella let out a scream of pleasure Bloom then froze before turning and approaching Stella's room leaving Techna and Layla to have fun while Bloom sorted something out.

When she entered Stella's room she was greeted with the sight of Roxy lying naked on Stella's bed hands and feet spread, tied to the bed posts, mouth gagged by Stella's wet panties, kept in by the same ball gag she had used on Stella, Bloom faced palmed she couldn't believe she'd only given Stella more ideas by trying to stop her.

She saw Stella off the bed. The weird thing was... Stella had succubi wings, on her back and the sides of her head.

'Looks like she evolved very fast, she must have morphed her wings into blades to free herself' Lilith said in awe. Stella glanced down at her belly happily.

"Yes, now I just need Techna's baby and I'll be the proud mother of a new Winx Club" Stella said with joy.

'Oh my she has a goal, then again most succubus sluts have one, the fact she wants a new Winx Club is a very modest goal, some want to have kids just to see what they would look like' Lilith briefly explained. Bloom was about to yell at Stella but resided to a tired sighed.

"Stella come with me let's get it over with." Bloom said, with a wave of her arm Roxy's arms were freed. Stella followed Bloom eagerly, she'd enjoyed what happened the last time and if she tried again she could easily escape.

Layla was giving Techna a blowjob. Bloom decided to get it over and done with faster.

"Ok then while I take Layla, Techna will give Stella her child, after that I'll take Layla" Bloom sighed.

"While Layla gets hers can Stella put a second baby in me?" Techna asked, causing Bloom to let out a frustrated sigh.

"Yes" Bloom sighed as she went behind Techna and entered the new born succubus. Stella took Techna into her. As soon as Bloom had ended it and injecting her seed into Layla and Techna hers into Stella and she put her into Techna.

Roxy awoke and left Stella's room. Once Layla had Bloom Techna took Layla, Musa went behind Techna, Roxy behind Musa and Flora behind Roxy. Stella got up in front of flora.

"Fine then let's hope this ends it" Bloom muttered as she entered Layla, Layla into Techna, Techna entered Musa, Musa entered Roxy, Roxy into Flora and Flora into Stella. Once it was over everyone but Bloom was pregnant, Musa had three and Stella had six children and Bloom wasn't pregnant and technically still had her virginity, everyone collapsed completely worn out Stella had her hands tied to the arm of one the sofa's with Flora lying atop of her, Stella had found she liked the idea of bondage and the found the feeling of helplessness arousing so had Flora tie her hands up before taking her.

Stella was the first to wake up and when she did she began trying to wriggle her hands free and found she couldn't get free which only caused her to get aroused again and get her second wind.

"So anyone want to go again" Stella asked, Bloom let out a groan, it was clear the mating season had yet to end and Stella wanted more fun, Bloom was now more than ecstatic that Stella was chained to the sofa and trapped beneath Flora, who's cock had almost completely reverted back to a pussy which only caused Stella to get more excited as it slowly shrunk away and slowly left her ass and it was obvious to everyone who shared Bloom's opinion of how good it was Stella couldn't move, as everyone began to drift off to sleep feeding on the sexual energy that remained.

Stella, however, found herself grinding her pussy against the sofa cushion creating more energy for the others to feed on, even if she couldn't feed on it herself she continued trying to either bring herself to climax or wake one of the others up, preferably Bloom or Flora.

Bloom awoke after about an hour later. Stella had finally gone asleep. She had Flora's soaked panties stuffed into her mouth, kept in by the same ball gag Bloom had used on her and she had used on Roxy, with a blindfold on her eyes.

Flora had been awoken by Stella's moaning and had done this to keep her quiet. Bloom closed her eyes.

'I just want this done!' Bloom screamed in her head.

'Sorry it looks like that you have to become pregnant it's the only way to end it' Lilith said. Bloom glanced down.

'Look, as the former Queen of the succubi, I have the authority to get succubi and incubi married I learned how to do it as a princess and got a few of my siblings married wanting to start their own clan' Lilith explained, she hovered right next to Bloom.

'Bloom listen to what I'm about to tell you, this maybe the only way to end this mess' Lilith began.

About An Hour Later…

The Winx awoke, each of them discovered they had a wedding dress, even Bloom, their gazed were drawn to a succubi girl sitting upon a chain.

"Ok I'm very rusty at this Bloom and now they are awake." She said pointing to her harem.

"Err...Bloom what's going on...why are we in a wedding dresses?" Musa asked as she felt the fabric of the dress.

"Why wouldn't you be wearing a wedding dress on your wedding day?" the succubi girl asked.

"Wedding day?" the Winx gasped, practically screaming in perfect sync, except for Stella who could only let muffled sound, enjoying the taste of Flora's wet panties in her mouth and Bloom who was aware of what was going on and why.

Most of the Winx weren't too sure on what the hell was going on, Stella on the other hand was more than ok with the idea for her mind had gone straight from wedding day to wedding night and began to rub her pussy through her dress, by moving her body up and down, using the corner of a sofa cushion, still chained down with Flora still atop of her except now Flora was sat atop of her, legs crossed which only turned Stella on more as she realized how helpless she was and at the moment she was little more than a chair to Flora.

"What do you mean wedding day and who are you anyway?" Roxy asked

"My name Lilith, I was the Queen of the Succubi/incubi until, Roxy's grandmother defeated, my essence have been Merged with Bloom, in a senses she is both my successor and daughter" Lilith briefly explained with a bow of her head.

"Bloom used her dragon flame to give me a temporary form, before you ask" Lilith added, that answered one question.

"Ok then what's is going on?" Musa asked.

Stella enjoyed the taste of Flora's panties as she fantasised of the wedding night.

"Ok the harem of Bloom will soon become the new Royal group, tonight you will all marry each other, then afterwards hopefully the mating season will end... I'm not affected seeing as how I'm technically dead and live inside bloom" Lilith explained.

The Winx turned to Bloom, all were about to protest.

"Please think about it before you yell at Bloom" Lilith said.

They did for Stella, Flora, and Roxy it was a no brainer. The other three thought for a moment. When they pictured who they love it wasn't there boyfriend... It was each other... But mostly Bloom.

"Well?" The former Queen asked, the girls smiled, Stella began to mumble something so Flora removed the ball gag.

"Alright" Stella said after she spat out the panties, though by this point she had practically licked away all the cum and remaining flavour of Flora's sex.

"Come on let's get it over with tonight Bloom will finally have my baby!" Stella yelled.

"Wait for it." Lilith said. The wedding was very fast, no rings were needed.

That part caught them all by surprise, excluding Bloom of course.

"You can now may kiss the brides" The former queen said as she faded from existence, the Winx all kissed each other passionately. Bloom saw all the girls turn to her. It was her turn to be impregnated! She audibly gulped. Lilith had told her how to have a child that was the fusion of the girls.

"I know! Why don't we finish with a gangbang on Bloom?" Stella proposed, she was already ready to go her wedding dress removed to revile her cock, the sexual pheromones became stronger and were released in large waves.

The Winx all looked at Bloom hungrily, Stella snapped her fingers and Bloom found herself naked, hanging just above the ground, her wrists chained together above her head, hanging from the ceiling, Stella grew a playful and seductive smirk.

'Oh why did I have to introduce her to bondage' Bloom thought to herself Stella dived under Bloom's wedding dress and removed her soaked panties, in more ways than one due to the intense orgy from earlier, Stella stuffed the panties in Bloom's mouth, she then proceeded to remove her own panties and shoved them in Bloom's mouth before repeating it with the panties of all the other members of the Winx, she retrieved Flora's panties she had spat out earlier and dived under Flora's dress and smeared the panties into Flora's pussy until it was covered in the nature succubi's cum as well as her saliva, she shoved them into Bloom's mouth, with the help of a certain spell so they could all fit before snapping her fingers, causing a ball gag to appear on Bloom, the same one as before to stop her from spitting out the soiled panties, Stella grinned loving her pleasurable payback against Bloom, paying her back for chaining her up like she had earlier.

She snapped her fingers again and Bloom was naked, Stella then took Bloom from the front, ramming her dick into her pussy while Flora showed Bloom's ass the same treatment, Bloom let out a muffled scream of pain and pleasure as she lost her virginity, her screams grew louder when Musa took her from behind with Flora.

Bloom closed her eyes. She had three docks inside her body, Stella leaned in and whispered in a seductive manner into her ear.

"Oh I hope you're ready my love" Stella said.

"By the end of this you'll be pregnant Bloom with each of our children" Stella said. Bloom closed her eyes, Stella, Musa and Flora came with her. Stella removed herself form Bloom's pussy only for Flora to enter her.

"My turn sweetie" Flora said in an innocent yet seductive manner. Techna filled her ass with Layla. Bloom closed her eyes she had to make sure that she didn't have a separate child with each of the Winx. Flora came in Bloom. However when she moved out OF Bloom, Bloom's muffled moan of pain and pleasure was heard. Musa and Roxy entered into her pussy together both wanting to inject their seed in Bloom their new husband.

Once they finished Bloom focused on her succubi powers and merged the 'seeds' of the Winx to form one. The other girls then collapsed feeling exhausted as the mating season ended taking away the urge to mate that had kept them going with them, Bloom remained hanging where she was lightly swinging unable to do anything, except just hang their, enjoy the taste of the taste of the Winx's, including her piss (slightly) and cum soaked panties as she felt her own strength begin to leave her as her pussy dripped her cum on the girls below her.

The next day Bloom awoke to find herself still hanging, most of the Winx were still out of it and laid naked beneath Bloom covered in sweat and each other's cum, especially Bloom's.

Musa was looking under sofa cushions, throwing them aside looking for something, Bloom made a muffled noise, Musa looked over and began to blush slightly that Bloom had woken up and was technically still at her mercy, she felt herself become aroused once again but was glad she managed to control herself, proving to her and Bloom that the mating season was over, Musa averted her gaze and tried to ignore her arousal.

"Sorry but Stella's hidden the only key and they're magic proof" Musa explained as she continued her search, Stella had left earlier to buy her new clan some more 'comfortable' and more arousing clothes, everyone's, excluding Roxy, Layla and Bloom's phone went off, Musa read the text on her phone, her eyes widened and she grew pale.

"The boys are coming over...they'll be here in five minutes" Musa gasped, Bloom turned pale and her eyes also went wide, she began to thrash trying to get loose ignoring the sticky liquids that covered her legs and the fact she was beginning to need a pee very badly to the point she was shaking and could barely hold it in.

A/N Sorry this is long I just wanted to get all this in one chapter, plz review


	11. Chapter 11

Stella re-entered the dorm, she was wearing her usual clothes though they were modified for her new body, specially tailored to show off her new curves.

"Stella we need to get Bloom down! The guys will be here soon" Musa screamed.

The others who had been slowly waking up were suddenly wide awake at hearing this. The New clan where all surprised and stunned at hearing that the boys were on their way, fear entered their minds. They all no longer had deep feelings for their boyfriends, no matter how they looked at it they only saw the boys as friends now. They were all married, to each, other now... and were pregnant to boot.

The Winx went to work in getting Bloom down, Stella proceeded to unlock the chains while the others lowered her to the ground got Bloom down, the minute she was down she ran to the bathroom, the rest of the Winx headed to their respective rooms to get dressed in their usual attire, though they did have to use a spell so it would fit and allow them some modest.

Once they were presentable they headed out to the quad to greet the boys, just in time to see their ship land, Lilith realized something.

'Bloom look' Lilith stated, her tone almost frantic, Bloom turned to where her astral form was pointing, her eyes widened at what she saw, the other members of the Winx were all in full succubi forms.

"Guys!" Bloom almost screamed as she pointed at them, the Winx looked over their shoulders and saw their wings and the tails.

"What's going on?" Demanded Brandon as the specialist exited the ship when he saw Stella and her 'new look'.

The girls froze as they stared at their wings, they'd been so worried and were in such a rush to prepare for the boys that they hadn't even realized they were in their succubi forms, the guys turned towards Bloom who was now only a couple of paces behind the other girls, their heated glare worried Bloom, she had no doubt she could take them but she didn't want to hurt her friends.

"YOU BITCH" Riven yelled, activating his sword and sprinting towards Bloom, leaping over the girls, just above Bloom, he slammed his sword down, only to slice through Bloom's after image, been the queen of succubi she was a little faster and stronger than the average succubi, she had taken flight and began to glide away from Riven, Riven pulled up his sword again preparing to strike at Bloom again only to have Musa dive on him from behind, causing him to fall on his front, his weapon flew out of his reach, Musa twisted his arm behind his back.

"Don't you dare harm her Riven" Musa growled, the other specialists proceeded to tighten their grip on their weapons.

Sky was, however, was just confused by what was going on, he had broken up with Bloom and then the next thing he knew was that all the Winx were succubi.

"Timmy what do you make of this?" Brandon asked, Timmy thought for a moment.

"Bloom must have turned them all into succubi" Timmy stated, Riven continued to try and get free of Musa.

"Musa get off of me so I can kill that bitch!" He demanded, Musa wings turned into blades.

"You will not hurt, her, we are all married now and if you try to hurt her or any of us then you've got to deal with me" Musa warned, all of the Winx agreed with this.

"Yeah we are all married women succubi!" The girls said, Sky himself felt some anger but shrugged it off, he broke up with Bloom yesterday, Bloom could have gotten the whole Winx into a harem by that time. He decided to sit back and not get involved in the impeding fight between Specialist and the Winx.

'I just hope they don't kill each other' Sky thought to himself, the specialists all turned to Bloom.

'Bloom transform…use your Enchantix" Lilith screamed.

'I don't have Enchantix!" Bloom thought back to her 'third mother'.

'Bloom listen while they wedding happened I used what magic I could spare to unlock your Enchantix and I did the same for the others" Lilith briefly explained.

"Winx Enchantix." Bloom declared, the Winx were more than surprised when they heard this.

Bloom now hovered above the ground in a light blue gown with red strips running through it, transparent fairy wings in the shape of that of a bat's sprung from her back, the gown highlighted Bloom's breasts, revealing an ample amount of her cleavage like old Victorian style gowns. The aura that surrounded Bloom was a mixture of dark magic and light magic.

Helia then thrusted his fist forward sending the cables of his gauntlet flying towards Bloom, Flora took off, stopping in front of Bloom, morphing the material of her wings into a strong organic metal which caught the wires before slicing them, Flora was shocked Helia had done this he had always been such a peaceful being.

Brandon then ran towards Bloom, one arm behind his back, Stella used her 'Speed Of Light' to block Brandon's attack, using a roundhouse kick to send the weapon flying behind his back, Brandon had seen this coming, her hand came from behind his back to reveal a javelin, formed of a metal cylinder with spikes of green energy sprouting from either end, he quickly threw it at Bloom who glided back slightly using her superior speed to get out of the way of the Javelin before grabbing the centre of its cylinder just as it was about to go past her.

Bloom threw it back at Brandon, Brandon barely managed to dodge the attack.

"Winx transform" Bloom repeated.

"Do we all have Enchantix if you have it?" Techna asked, Bloom nodded. Sky just watched the fight. It appeared more than slightly one sided.

Meanwhile…

Looking though a crystal ball Valtor wondered if this was a blessing or a curse. The Winx were all succubi and they were no longer in a relationship with the specialists, However, the Winx seemed to be even more powerful now. Something caught his eyes. The blue bang in Bloom's hair.

"Now it makes sense, I though her aura was familiar... Lilith, the long since passed succubi queen, Bloom holds her essence" Valtor mused, Lilith was a succubi who actually allied with the royal family of Domino. They had actually been ready for the surprise attack he and his mother's launched.

The reason why he failed to obtain the Dragon Fire from Domino, a succubi had come to warn them about a threat of evil, and a man wielding the darken dragon flame! If Bloom had Lilith in her then if she freed Domino her family would welcome her back despite what she was.

Back With The Winx…

The Winx glanced at each other with confident smirks.

"Winx Enchantix!" They yelled in perfect sync.

Valtor grew more and more troubled as he further observed the Winx they were stronger than ever and the thing about demons was they always get stronger and had no limit to their power and that wasn't the least of his troubles for now with royalty of several different realms been that of demons they could make powerful allies of other demons to use against him.

Valtor grew more and more troubled as he further observed the Winx they were stronger than ever and the thing about demons was they had a unknown level to their power the level different for each member, but the Winx seemed to not peek out in the foreseeable future and that wasn't the least of his troubles for now with royalty of several different realms been that of demons they could make powerful allies of other demons to use against him.

The Winx were all in their Enchantix forms, they flew using their fairy wings, their succubi wings in blade forms.

The Winx attacked their former boyfriends save Bloom, Layla, and Roxy. Sky wasn't going to be apart of this, so Bloom didn't have to fight him, and Roxy and Layla didn't have boyfriends.

"Moonwave!" Stella cried out as she launched dark magic at Brandon who blocked it with his blade.

"Stella why did you Become a Demon, did bloom brainwash you?" Brandon asked, pausing for a moment, not wanting to hurt Stella, Stella glared at him.

"You know what Brandon, I wanted to tell you this under more pleasant circumstances... I'm a lesbian!" Stella screamed.

Brandon's brain died then rebooted, only rational thought wasn't there.

"Die bitch!" He screamed, the other specialists had similar thoughts. Helia actually pulled out a sword at Flora, Flora countered it with her blade wings. Timmy let rage cloud him and started saying things that made no sense. Riven was... Riven. Out of all of the fighting the one with Stella turned worse very quick. She actually wanted to kill him. After he almost hit her in the womb area.

"Never do that again!" Stella screamed almost demonically.

"Why? It's not like your pregnant!" Brandon countered.

Valtor felt a chill go down his spine. Succubi and Incubi where the most parental to their young. The succubi where the best mothers, even more the other mothers. If one threatened their kids or their babies in or out of the womb... Let's just say Death is the better alternatives. Stella glared at her former Boyfriend.

"I. Am. Pregnant!" She screamed, her fangs fully extended.

Brandon froze as he tried to process the new information, all the while a black flame like aura sprouted from Stella, surrounding her, her eyes burned crimson, some also thought they where looking in the eyes of an angry sun goddess, this happened to other Winx as well since Stella's children were their children, the specialists began to step away from the Winx as the temperature physically dropped, but what worried them the most was Bloom, her eyes weren't crimson, no her rage and power level and the fact she held a fusion child in her womb all came together and now Bloom was on an entirely different level to the rest of the Winx.

Bloom's eyes were appeared to be just pits of darkness, full on jet black, Bloom began to glide towards Brandon, he threw his javelin at her again, only this time it nearly hit her womb only to have it incinerate inches away from her body this only caused Bloom's anger to grow and that of the other members of the Winx members too but they all parted to let Bloom past feeling her raw rage and power, she stopped beside Stella, the temperature increase.

A dragon roar was heard from her. A instinct long since forgotten by humans suddenly revived. The feeling that a predator was right in front of them. Not only that but almost as if they angered a god.

The specialist subconscious stepped back and every fibre of their being screamed at them to retreat.

"This is how it is going to go down, you will accept us as friends you will not harm our children, if you do…" Bloom began in a demonic voice, within Bloom's hand a ball of fire formed. Only the way it acted seemed to mimic something else. The fire ball almost seemed to be a mini sun. "…and I will shove this down your throat against" Bloom said.

Her eyes where seemed to contain a fire of their own in them almost unknown to the dimension not seen since the creator himself, the great Dragon. Inside of Bloom the spirit known as Lilith looked at a spark of Bloom's power. It was very different from the others. It seemed be related to the Dragon Flame but was not it.

'Could it really be true?' Lilith asked herself. A ancient story said that the royal family of Domino were descended from the great dragon, but Lilith needed more prove to confirm it. The specialist had a weird feeling and even began to consider to beg forgiveness.

Bloom could taste the fear of the specialists as could the Winx the only difference was Bloom was feeding on it, something few succubi and incubi could do, for only the highest level demons could do this.

"I...am...so...sor...sorry" Brandon stuttered unable to tare his gaze from Bloom's eyes.

Lilith then felt something as she continued to search for more proof on Bloom's ancestry, a dark force washed over her.

'How can someone so pure have a dark side so dark?' she asked herself.

Bloom let out a dragonic roar once again, the force of the roar sent the specialists flying back to Sky landing on the ground in front of him on their backs, Bloom slowly landed her instantly reverting back to her human form before falling unconscious Stella had just been fast enough to catch her.

Valtor continued to observe the Winx growing more worried by how powerful Bloom was.

'She's too powerful to take out head on and I doubt those witches could take her on...perhaps if I can force her true demonic nature to emerge I can convince her to join me' Valtor mused to himself.

Lilith looked for where that dark part came from. She found where. It was inside the strange part of her. She attempted to figure it out. Once she touched the essence her eyes glow as a roar long since gone in the dimension was heard by her, she instantly pulled back.

'The great dragon, Domino royal family are its descendants' Lilith gasped as she turned to the dark side energies in the essence of divine.

'Just like the phoenix has a small piece of the dragons light the great dragon had a piece of the phoenix's darkness.' Lilith muttered to herself, hoping that it never is unleashed, a friend's grandmother told her about a time she saw the Great dragon unleash this part of it, the dragon had turned a beautiful lush worlds filled with life, into a barren, dead lifeless rock that no matter how hard you try the world could never be terra-formed no matter what enchantment was used.

The specialist turned to sky. "Why didn't you help?" Riven asked.

"I don't wish to die today." Sky chuckled slightly, the other boys glared at him. Sky's laughter faded at these glares, he turned to look at Bloom before pushing past his 'friends' and headed towards his ex-girlfriend, still unconscious and was been supported by Stella and Flora, as he approached her the other members of the Winx blocked his path, they had powered down, the four of them took on a fighting stance preparing for an attack in case Sky reacted the same way their EX-boyfriends had.

"Look I don't want any trouble I mean no harm...will she be alright?" Sky asked, even though he broke up with her he still had strong feelings for her and cared deeply for her. The Winx relaxed a bit.

"She just needs some rest she's exhausted" Techna replied, it wasn't surprising since she'd barley had any sleep and the power she'd been giving off just now had been intense, it was like a contained version of her powerful outbursts from their first year only a lot more powerful.

Sky nodded the other specialist finally got back up.

"Come on guys let's leave before I have to drag your dead bodies back." Sky said. The other specialist grappled and did as they were told. Once they had leaft the Winx took Bloom to their room in hope that she'll wake up soon.

The Winx had teleported back to the room Bloom, Flora and Roxy shared and placed Bloom into her bed, Flora checked Bloom's temperature with her hand.

"She doesn't have a fever" the nature succubi said relieved, Techna pulled out her PDA and scanned Bloom.

"We were right she's fine just exhausted" Techna explained.

"I'm not surprised...the power Bloom was giving off was immense" Stella stated.

"Yeah no kidding" Musa responded.

"Any idea on how long she'll be out?" Roxy asked concerned for her childhood friend turned lover.

"Depends on how quick her energy regenerates or we could generate the energy for her" Techna responded, causing the Winx to blush slightly, Stella wasn't blushing as much, since the mating season was over they weren't as desperate to mate and were more aware of reality, however, they were unaware that Valtor and the Trix were watching them through a magical orb.

"This is our chance if we can get inside Bloom's mind while she is weak we can turn her to the dark side and with that power we'll be unstoppable" Valtor explained.

'then again maybe I should take some of it for myself' Valtor thought to himself as he and the Trix smirked darkly as they stared into the orb.

However, Lilith was on her own mission. She wondered about that essence inside of Bloom even though she was inside of Bloom she could astral project into other Succubi due to the collective. She looked to see if any of them realized Bloom was the new queen. Few if any felt that. She suddenly awoke.

"Something is wrong..." She thought she turned to see a darker dragon flame coming.

"Valtor you idiot." Lilith cursed.

Valtor had attempted to try this technique spell, only to be thrown back in the air.

"Sorry can't have a monster like you inside my daughter." Lilith spat, Valtor's eye twitched.

"This is harder than I thought." The dark wizard said, Bloom may be unconscious but Lilith was awake. Bloom necklace glow a bit as she feed of its energy, Bloom moaned as she gradually awoke.

"Bloom." Flora said as she hugged her.

Bloom weakly hugged back, the necklace would of fully restored her if she hadn't evolved to such a high level that she was almost at the level of the past queen before she passed away and now it gave her enough strength to emerge from her coma like state but she was still weak and needed to rest.

'Stand aside you blasted ghost' Valtor spat unaware of just how out of his depth was. The ghostly essence of the past succubi queen glared at Valtor she knew she wouldn't be able to hold him off for long especially when he could absorb any type of magic used against him meaning he'd eventually get past her and if he turned Bloom it would be the last thing he ever did for the darkness within Bloom would act as a void of sorts, it would absorb all the dark magic it was exposed to and Bloom would merge with the darkest part of her 'new' demonic heritage and she would grow stronger, she would gain the power of all succubi she had made and would be able to manually absorb other abilities and powers from other demons just from touch...the worst part of been a queen of a type of demon especially with the darkness the dragon flame provided, it'd be impossible to beat her with physical force they'd have to restore the light within her or imprison her in a similar way she had been, she had been consumed by her own dark side and that was why she was forced to move on, she'd blocked it from her memory not wanting Bloom to see the darkness that lay within her asleep, a darkness Valtor was trying to unleash

She recalled what happens when the darkest parts are unleashed in the creator, the biggest thing was the undoing of a dimension the fact that Bloom is part god with the dragon flame is an insane move. Valtor sighed he closed his eyes.

Destroying her is impossible she represent the demon in Blooms Soul... His eyes widened.

"The only thing Demons fear more than more powerful beings are the gods." Valtor said. Lilith's gaze narrows, Valtor used as much of his power as possible in this one attack Lilith blocked it... Only for a piece to bounce off and into the dragon essence.

"At least..." Valtor then paused... He saw fire... That was the dragon flame. The other...

"Oh no." Valtor's was pushed back by a great power.

Outside Bloom collapsed. The Winx tried to get to her only to be pushed back a hole was seen in the wall. A roar was heard. Outside appeared a great Dragon wrapped around the tower.

The Winx gasped as Bloom's body vanished, they ran to the balcony and stared at the dragon, there was no doubt about it, it was the great dragon or at least a part of it, it was too small to be the entire all powerful beast and even though the dragon of fire was at least three times the size of a normal dragon she was nowhere near the true size of the beast, legends told of the beasts size, the dragon let out a powerful roar before taking off to the skies.

The Winx just stared at the dragon of fire in fear, Roxy closed her eyes and tried to calm her emotions, she had to deal with this like she did the kraken by contacting it by using her and its mind, the minute her mind broke into the dragon's she had to bite bike screams of pain as she felt fire lick at her mental body, trying to consume and destroy her, it became clear to Roxy she was trying to contact a creature of pure rage, rage that knew no bounds, she was blasted out of its mind but not before she felt the presence of her childhood friend, her eyes snapped open, her body sweating and shaking in fear 'That's Bloom...but that rage' Roxy gasped within her mind as she tried to process what she had seen and felt.

The dragon let an all mighty roar, Roxy winced at the words, as the dragon took flight a small orb of orange energy escaped its body and glided onto the balcony, stopping when it was hovering just over the balcony floor, the sound of crying filled the air, the glow dimmed until only a baby remained, lying on the floor, crying.

Valtor had been contemplating how he could get Bloom's power, he knew she was growing stronger with each passing day and soon would become too powerful for him to defeat, his eyes widened when a powerful force washed over him and a dragon of fire came through the walls to his lair, shattering them in the process, his eyes widened as he took in the sight of the beast as it made eye contact with him.

"Impossible" Valtor gasped as he glared into the very soul of the beast.

He knew who it was instantly, his hands were consumed in a dark power before he thrusted his arms forward, firing a beam of black energy at the dragon, hoping that his attack would stun it enough and or buy him enough time to escape and come up with a way to defeat her only to find the it didn't even phase the dragon, the beast let out another all might roar and let out a hurricane of fire from her gaping maw, screams of agonizing pain were heard within, the Trix from one of the nearby caverns could only watch, their eyes wide with horror, the flames slowly and painfully licked away Valtor's flesh while incinerating it along with his entire being, the display only lasted seconds but to Valtor it was like an eternity of pain and suffering a living hell before been sent to the one true hell where he was long overdue.

Icy saw the dragon turn towards them, she saw into its eyes.

'Bloom...that's Bloom' Icy slowly realized, she'd seen that glare before many times but never had she seen such rage behind it, the dragon turned and left and the Trix let out a breath of relief they hadn't realized they'd been holding, Icy tried to figure out what had happened to Bloom and was more than glad that at least for the moment anyway Bloom didn't have the desire to kill her or her sisters as she doubted they could of survived two seconds against Bloom, then again Valtor had helped destroy her planet, kill her people, her family even with everything they'd done they didn't come close to that, the Trix just stared at the scorched crater where Valtor once stood, it was all that remained of him having a moments silence before taking their leave

The Winx looked stunned at the baby. It had mini chibi wings being a succubi baby. The child had little hair but was multi coloured having the colour of each one of them. Her skin was a shade between Flora and Stella's in completion. Flora picked up the child her succubi motherly instincts was the first of the Winx to register the child as there's. As soon as Flora picked her up the child stopped crying telling that one of her mothers had her.

In the void of magical space the dragon Bloom heard crying. The huge dragon had an instinct that quickly began to cloud its mind, 'Protect... Offspring.'

Back With The Winx…

The development with Bloom going dragon was over shadowed by the fact that they had the child of the... Aftermath of Blooms mating season. The child was one seventh of each of them if scans of her DNA was to go by. They all looked at the child. There succubi instincts grew greatly in strength at the sight of the baby.

As Stella held it she realized something. The baby was hungry. Going with her instincts Stella surprised them all. She was breast feeding the child. That was very confusing for them however they immediately remember that Stella look them all was pregnant, with the kids in suspended animation.

"Okay so let me get this straight, Bloom turned into that dragon, took off and left us with this little one?" Stella asked as she continued to breastfeed the child.

"Yeah" Roxy answered.

"Okay, so anyone know where Bloom went?" Layla asked, they were now all sat in the main living area in the dorm.

"I'm looking into it, with her amount of power we should be able to locate her" Techna stated as she continued to hit virtual keys on her PDA.

However, that would be true but in bloom divine form her energy defused all over the dimension.

"Ok either Bloom is everywhere at once or her energy is defused across the universe." Techna said in a confused and shocked tone, every attempt to locate her by her magical signature ended with failure and error, mostly errors seeing as how the PDA refused to understand the question, or the answer was impossible. Out in space a few ships came across bloom dragon form they relayed the find only to run as a power breath of fire missed them ad turned a nearby planet not into molten rock but evaporated rock. Another blasted of fire hit a gas giant turning into a fire ball before the fire evaporated. One ship the last warning shot hit the star. The star losing twenty percent of its mass.

"According to the bulletin a dragon constructed of fire has taken out seven planets out with singles blasts that happened to be in its path, thankfully these planets were uninhabited, unfortunately all ships sent to stop this beast were either badly damaged or incinerated..." Techna read.

"I guess that answers the question of where Bloom is" Layla muttered.

"Yeah" Roxy agreed.

"Guys she's on course for Domino" Techna stated, beginning to form a theory that this was a subconscious action from Bloom that it would see the planet as a safe place to rest while it tries to locate its child, after all it would work out it gave birth sooner or later and would try to find its child.

Over the next few days, the dragon, Bloom, headed to the planet. As few the Winx the little girl was a little hassle at first, fist time mothers where known to have the odd problem at first especially when things were unplanned and so quick, however, succubi had a bonus in the mother department there motherly instincts was one of the greatest in the magical universe.

"Look I know that Bloom is somewhere out there but what are we going to name here?" Roxy asked as she indicated to the baby. The little succubus/fairy had no name and yet she was there daughter.

"Do we actually have the right to name her?" Flora asked in her usual sweet and innocent tone.

"Well she is our daughter as well as Bloom's" Stella put in, in an unsure tone.

"Yeah but Bloom bore her, shouldn't she have the right to decide on her name?" Flora asked.

"Yeah but in order for Bloom to name her we would need to find her and change her back" Musa stated.

"Well I can think of only two planets a dragon would go" Flora replied.

"Where?" Roxy asked.

"Either Domino, where Bloom was born and where the original Great Dragon rested or Pyros the planet of dragons" Flora explained.

"The options are quite logical and since it's dragon instincts as well as how much of Bloom is actually in control so she would either search for others like her or go to a place she once called home and they are both in the direction we last heard Bloom was heading in" Techna stated as she took on an expression of deep thought.

A/N I apologize this took so long, now everything we have written so far is uploaded so the next update won't be for a while.


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